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

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without Without the consent of the SecurityholdersHolders of any Securities, for the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the any such successor Person of the covenants, agreements and obligations of the Company, Company pursuant to Article XI 8 hereof;; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders Holders of Debentures the Securities of any or all series as the Board of Directors Company and the Trustee shall consider to be for the protection of the holders Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such Debenturesright or power are to be for the benefit of less than all series of Securities, and to make stating that such covenants are expressly being included or such surrenders are expressly being made solely for the occurrence, benefit of one or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthmore specified series); provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;or (c) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture; provided Indenture that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall do not adversely affect the interests of the holders Holders of Securities of any series in any material respect; or (d) to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the Debentures then outstanding (it being understood, for purposes TIA as in effect at the date as of which this proviso, that transfer restrictions on Debentures substantially instrument is executed or any corresponding provision in any similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures);federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Debentures one or more 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 Section 6.11 hereof; or (fi) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change (other than as elsewhere provided in this paragraph) any series of Securities that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for respect the issuance of and establish the form and terms and conditions interests of the Debentures, to establish the form Holders of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2Securities.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without Without the consent of the SecurityholdersHolders of any Securities, for the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the any such successor Person of the covenants, agreements and obligations of the Company, Company pursuant to Article XI 8 hereof;; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders Holders of Debentures the Securities of any or all series as the Board of Directors Company and the Trustee shall consider to be for the protection of the holders Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such Debenturesright or power are to be for the benefit of less than all series of Securities, and to make stating that such covenants are expressly being included or such surrenders are expressly being made solely for the occurrence, benefit of one or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthmore specified series); provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;or (c) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture; provided Indenture that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall do not adversely affect the interests of the holders Holders of Securities of any series in any material respect; or (d) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Debentures then outstanding (it being understood, for purposes Trust Indenture Act as in effect at the date as of which this proviso, that transfer restrictions on Debentures substantially instrument is executed or any corresponding provision in any similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures);federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Debentures one or more 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 Section 6.11 hereof; or (fi) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or (k) to make any change (other than as elsewhere provided in this paragraph) any series of Securities that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for respect the issuance of and establish the form and terms and conditions interests of the Debentures, to establish the form Holders of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2Securities.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a resolution of its Board Resolutionof Directors certified to the Trustee, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the CompanyIssuer, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereof8; (b) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (c) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (d) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10; (e) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939; (f) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; (g) to make any change that does not adversely affect the rights of any Holder; (h) as provided by or pursuant to a Board Resolution or indenture supplemental hereto establishing the terms of one or more series of Securities; (i) to add to the covenants of the Company Issuer such further new covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the its Board of Directors shall consider to be for the protection of the holders Holders of such DebenturesSecurities, and with respect to which the Trustee has received an Opinion of Counsel to a similar effect, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthDefault; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default;an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (fj) to make any change (other than so long as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debenturesno Securities are Outstanding. The Trustee is hereby authorized to join with the Company Issuer 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, 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 9.1 section may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.27.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; providedPROVIDED, howeverHOWEVER, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided PROVIDED that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); providedPROVIDED, howeverHOWEVER, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities ActAct of 1933, as amended); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a resolution of its Board Resolutionof Directors certified to the Trustee, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the CompanyIssuer, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereof8; (b) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (c) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (d) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10; (e) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939; (f) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; (g) to make any change that does not adversely affect the rights of any Holder; (h) as provided by or pursuant to a Board Resolution or indenture supplemental hereto establishing the terms of one or more series of Securities; (i) to add to the covenants of the Company Issuer such further new covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the its Board of Directors shall consider to be for the protection of the holders Holders of such DebenturesSecurities, and with respect to which the Trustee has received an Opinion of Counsel to a similar effect, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthDefault; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default;an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (fj) to make any change (other than so long as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debenturesno Securities are Outstanding. The Trustee is hereby authorized to join with the Company Issuer 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 section may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.27.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; oror 37 (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee for the Securities of any and all Series may from time to time and at any time enter into an indenture or indentures supplemental hereto, without hereto (which shall conform to the consent provisions of the SecurityholdersTrust Indenture Act of 1939 as in force at the date of the execution thereof), in form satisfactory to such Trustee, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series any property or assets; (b) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereofNine; (bc) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions for the protection of the holders Holders of Debentures as the Board Securities of Directors shall consider any or all Series and, if such additional covenants are to be for the protection benefit of less than all the holders Series of Securities, stating that such covenants are being added solely for the benefit of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultSeries; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to establish the form or terms of Securities of any Series as permitted by Sections 2.1 and 2.3; or (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms requirements of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesSection 6.8. 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, 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 9.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.28.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a resolution of its Board Resolutionof 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, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person corporation to the CompanyIssuer, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofNine; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities, (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such Debentures, series) and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenture; provided desirable, provided, however, that any no such action shall not materially adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debenturestrustee, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions requirements of Section 9.26.

Supplemental Indentures Without Consent of Securityholders. The CompanyCorporation, when authorized by a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a1) to evidence the succession of another Person corporation to the CompanyCorporation, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Corporation pursuant to Article XI Twelve hereof; (b2) to add to the covenants of the Company Corporation such further covenants, restrictions or conditions for the protection of the holders of Debentures the Securities as the Board of Directors and the Trustee shall consider to be for the protection of the holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions or conditions a default Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default Default or may limit the remedies available to the Trustee upon such defaultDefault; (c3) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose; (4) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action Indenture which shall not materially adversely affect the interests interest of the holders of the DebenturesSecurities; (d5) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuanceconditions, exchange, registration or transfer of Debentures, including to provide for transfer procedures limitations and restrictions substantially similar to those applicable to on the Capital Securities as required by Section 2.5 (for authorized amount, terms or purposes of assuring that no registration issue, authentication and delivery of Debentures is required under the Securities Act)Securities, as herein set forth, other conditions, limitations and restrictions thereafter to be observed; provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures);or (e6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms requirements of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesSection 8.11 hereof. The Trustee is hereby authorized to join with the Company Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 11.01 may be executed by the Company Corporation and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.211.02.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without hereto (which shall conform to the consent provisions of the Securityholders, TIA as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to evidence the succession of another Person corporation to the CompanyIssuer, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofEight; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for provisions (including without limitation provisions necessary or desirable to qualify this Indenture under the protection of the holders of Debentures TIA) as the its Board of Directors and the Trustee shall consider to be for the protection or benefit of the holders Holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, provided that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such other provisions provision in regard to matters or questions arising under this Indenture; Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable, provided that any no such action shall not materially adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to evidence and provide for the acceptance adjustment of appointment hereunder by a successor Trustee with respect conversion rights pursuant to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;Section 12.5; or (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect evidence the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions removal or resignation of the Debentures, to establish Trustee and the form appointment of any certifications required to be furnished a successor Trustee or Trustees pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesArticle Five. 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 stipulations, which may be therein contained contained, and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects adversely the Trustee's own rights, duties duties, immunities or immunities liabilities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 7.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.27.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyWithout the consent of the Holders of any Securities or coupons, when authorized by a Board Resolution, the Company and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto, without in form satisfactory to the consent of the SecurityholdersTrustee, for one or more any of the following purposes: (a1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the any such successor Person of the covenants, agreements and obligations covenants of the Company, pursuant to Article XI hereof;Company herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions for the protection benefit of the holders Holders of Debentures as the Board all or any series of Directors shall consider Securities and any coupons appertaining thereto (and if such covenants are to be for the protection benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the holders benefit of such Debentures, and to make the occurrenceseries), or to surrender any right or power herein conferred upon the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthCompany; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;or (c3) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indentureherein, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture; provided that any such action , which shall not materially adversely affect the interests of the holders Holders of Outstanding Securities of any series or any coupons appertaining thereto; or (4) to secure payment of the Debentures;Outstanding Securities equally and ratably with certain other liens as and to the extent required by this Indenture; or (d5) to add to, delete from, to or revise change or eliminate any of the terms provisions of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or interest, if any, on Registered Securities or of principal of (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for transfer procedures and restrictions substantially similar Registered Securities of other authorized denominations or to those applicable to permit or facilitate the Capital issuance of Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); in uncertificated form, provided, howeverthat, that any such action shall not adversely affect the interests of the holders Holders of Outstanding Securities of any series or the Debentures then outstanding coupons, if any, appertaining thereto; or (it 6) to add any additional Events of Default (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 understood, included solely for purposes the benefit of such series); or (7) to make any change not otherwise permitted by this proviso, Section that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall does not be deemed to materially adversely affect the holders rights of the Debentures);any Securityholder; or (e8) to add or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the Trust Indenture Act; or (9) to establish the form and terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (10) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms requirements of this Indenture or the DebenturesSection 6.11(b), or provided any supplemental indenture with respect to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with any initial appointment by the Company in connection with the execution establishment of any such supplemental indenture, to make any further appropriate agreements and stipulations which the terms of a series as provided in Section 3.01 may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed signed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding trustee to be appointed with respect to such series; or (11) to change or eliminate any of the provisions of Section 9.2this Indenture, provided, that, any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such indenture supplemental hereto which is entitled to the benefit of such provision.

Supplemental Indentures Without Consent of Securityholders. The Company, Issuer when authorized by or pursuant to a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force on the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person corporation to the CompanyIssuer, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the CompanyIssuer, as the case may be, pursuant to Article XI hereofEight; (bc) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10; (d) to define the term “Event of Default” (and if such defined 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); (e) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or provisions (and if such further covenants, restrictions, conditions or provisions are to be for the protection benefit of less than all series of Securities, stating that such covenants, restrictions, conditions or provisions are expressly being included solely for the holders benefit of Debentures such series) as the Board of Directors of the Issuer shall consider to be for the protection of the holders Holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cf) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the holders Holders of the DebenturesSecurities in any material respect; (dg) to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 2.03; (h) to add toor change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, delete fromregistrable or not registrable as to principal, and with or without interest coupons, or revise to permit or facilitate the terms issuance of DebenturesSecurities in uncertificated form, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, provided that any such action shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes Securities of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures);any series in any material respect; and (ei) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to to, change or change eliminate any of the provisions of this Indenture as in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall be necessary neither (A) apply to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights Security of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant series created prior to the terms execution of this Indenture or such supplemental indenture and entitled to the Debentures, or to add to benefit of such provision nor (B) modify the rights of the holders Holder of Debenturesany such Security with respect to such provision or (ii) shall become effective only when there is no Security Outstanding. The Trustee is hereby authorized to join with the Company Issuer 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.27.02.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a Board ResolutionResolution (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, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person to the CompanyIssuer, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofNine; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such Debentures, series) and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenturedesirable; provided provided, however, that any no such action shall not materially adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3; (f) to provide for the issuance of Securities of any series in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities for the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (g) 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 of 1939, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act of 1939, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939 as in effect at the date as of which this instrument was executed or any corresponding provision provided for in any similar federal statute hereafter enacted; (h) to evidence and provide for the acceptance of appointment hereunder by of a successor Trustee with respect to the Debentures other than The Bank of New York as Trustee for a series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9 hereof; (fi) subject to make any change (other than Section 8.2 hereof, to add to or modify the provisions hereof as elsewhere provided may be necessary or desirable to provide for the denomination of Securities in this paragraph) that does foreign currencies which shall not adversely affect the rights interests of any Securityholder the Holders of the Securities in any material respect; or; (gj) to modify the covenants or Events of Default of the Issuer solely in respect of, or add new covenants or Events of Default of the Issuer that apply solely to, Securities not Outstanding on the date of such supplemental indenture; and (k) to evidence and provide for the issuance acceptance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant appointment hereunder by a successor trustee with respect to the terms Securities of this Indenture one or the Debentures, or more series and to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding 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 9.26.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a the resolutions of the Board Resolutionof Directors, and the Trustee may from time to time and at any time may enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, to this Indenture for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption assumptions by the successor Person corporation of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereofTen; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures any series of the Securities or coupons as the Board of Directors and the Trustee shall consider to be for the protection of the holders of such DebenturesSecurities or coupons, 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 permitting, subject to Article III, the enforcement of all or any of the several remedies provided set forth in this Indenture as herein set forthIndenture; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or or, subject to Article III, may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein in this Indenture or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein in this Indenture or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided Indenture that any such action shall not materially adversely affect the interests of the holders of the DebenturesSecurities or any related coupons; (d) to establish the form or terms of Securities of any series as permitted by Section 2.01; (e) to add to, delete fromchange or eliminate any of the provisions of this Indenture to provided that Bearer Securities may be registrable as to principal, to change or revise eliminate any restrictions on the terms payment of Debenturesprincipal or any premium on Registered Securities or of principal or any premium or interest on Bearer Securities, includingto permit Bearer Securities to be issued in exchange for Registered Securities or to permit or facilitate the issuance of Securities in uncertificated form, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that provided any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes Securities of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)any series or any related coupons; (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as Indenture; provided, however, that such action shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights interests of the holders of the Securities of any Securityholder in any material respect; orseries; (g) to provide for the documentation necessary for the issuance of and establish Securities outside the form and terms and conditions United States of America; (h) to provide for the documentation necessary for the issuance of Securities at an issue price lower than the principal amount thereof, including to provide that upon the redemption or acceleration of the Debentures, Maturity thereof an amount less than the principal amount thereof shall become due and payable and that such amount shall be used to establish determine the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the relative voting rights of the holders thereof; or (i) to conform the Indenture to the provisions of Debenturesthe Trust Indenture Act as then in effect. The Trustee hereby 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 that may be therein contained in such supplemental indenture and to accept the conveyance, transfer and assignment of any property thereunderunder such supplemental indenture, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The Company(1) In addition to any supplemental indenture otherwise authorized by this Indenture, the Issuer, when authorized by a resolution of its Board Resolutionof 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 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 of 1939, as then in effect, without the consent of the SecurityholdersHolders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person to the CompanyIssuer, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofIX; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer shall consider to be for the protection benefit of the holders Holders of such DebenturesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cd) to cure any ambiguity ambiguity, inconsistency, omission or defect to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11; and (fg) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder Holder of affected Securities in any material respect; or. (g2) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company Issuer 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. . (3) Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.28.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, -------- however, that in respect of any such additional covenant restriction or ------- condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially -------- adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any -------- ------- such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a resolution of its Board Resolutionof 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, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person corporation to the CompanyIssuer, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofNine; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such Debenturesseries), and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenture; provided desirable, provided, however, that any no such action shall not materially adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debenturestrustee, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions requirements of Section 9.26.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a the resolutions of the Board Resolutionof Directors, and the Trustee may from time to time and at any time may enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, to this Indenture for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption assumptions by the successor Person corporation of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereofNine; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures any series of the Securities or coupons as the Board of Directors and the Trustee shall consider to be for the protection of the holders of such DebenturesSecurities or coupons, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided set forth in this Indenture as herein set forthIndenture; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein in this Indenture or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein in this Indenture or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided Indenture that any such action shall not materially adversely affect the interests of the holders of the DebenturesSecurities or any related coupons; (d) to establish the form or terms of Securities of any series as permitted by Section 2.01; (e) to add to, delete from, change or revise eliminate any of the terms provisions of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal or any premium on Registered Securities or of principal or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for transfer procedures and restrictions substantially similar Registered Securities or to those applicable to permit or facilitate the Capital issuance of Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); providedin uncertificated form, however, that provided any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes Securities of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)any series or any related coupons; (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as Indenture; provided, however, that such action shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights interests of the holders of the Securities of any Securityholder in any material respect; orseries; (g) to provide for the documentation necessary for the issuance of and establish Securities outside the form and terms and conditions United States of America; (h) to provide for the documentation necessary for the issuance of Securities at an issue price lower than the principal amount thereof, including to provide that upon the redemption or acceleration of the Debentures, Maturity thereof an amount less than the principal amount thereof shall become due and payable and that such amount shall be used to establish determine the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the relative voting rights of the holders thereof; or (i) to conform the Indenture to the provisions of Debenturesthe Trust Indenture Act as then in effect. The Trustee hereby 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 that may be therein contained in such supplemental indenture and to accept the conveyance, transfer and assignment of any property thereunderunder such supplemental indenture, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 8.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.28.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, pursuant to Article XI X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the holders of such DebenturesDebt Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the DebenturesDebt Securities of any series; (d) to add to, delete from, or revise the terms of DebenturesDebt Securities of any series as required by Section 2.07, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesDebt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 relating to such series (for purposes of assuring that no registration of Debentures Debt Securities of a series subject to transfer restrictions is required under the Securities ActAct of 1933, as amended); provided, however, provided that any such action shall not adversely affect the interests of the holders of the Debentures Debt Securities of any series then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures Debt Securities of a series substantially similar to those that were applicable to Capital Securities of the related series shall not be deemed to materially adversely affect the holders of the DebenturesDebt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the DebenturesDebt Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debenturesany series of Debt Securities, or to add to the rights of the holders of Debenturesany series of Debt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures Debt Securities as the Board of Directors shall consider to be for the protection of the holders of such DebenturesDebt Securities, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions or conditions a default Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make or amend such other provisions in regard to matters or questions arising under this Indenture; provided provided, that any such action shall not materially adversely affect the interests of the holders of the DebenturesDebt Securities; (d) to add to, delete from, or revise the terms of DebenturesDebt Securities, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesDebt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities Securities, as required by Section 2.5 2.05 (for purposes of assuring that no registration of Debentures Debt Securities is required under the Securities ActAct of 1933, as amended); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures Debt Securities substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the DebenturesDebt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the DebenturesDebt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the DebenturesDebt Securities, or to add to the rights of the holders of DebenturesDebt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may from time to time and at any time time, without the consent of any of the Securityholders, enter into an indenture or indentures supplemental hereto, without hereto in form satisfactory to the consent of the Securityholders, Trustee for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person a corporation, limited liability company, partnership or trust to the CompanyIssuer, or successive successions, and the assumption by the such successor Person of the covenants, agreements and obligations of the CompanyIssuer pursuant to, pursuant or to otherwise comply with, Article XI hereof9; (bc) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939, as amended; (d) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (ce) to cure any ambiguity ambiguity, defect or inconsistency, or to correct conform this Indenture or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or to the description of the Securities set forth in any supplemental indenture, prospectus or prospectus supplement related to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests series of the holders of the DebenturesSecurities; (df) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (or add guarantors for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)one or more series; (eg) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 6.11; (fi) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms, purposes of issue, authentication and delivery of any series of Securities, as herein set forth; (j) to make any change to the Securities of any series so long as no Securities of such series are Outstanding; and (k) to make any other than as elsewhere provided in this paragraph) change that does not adversely affect the rights interests of any Securityholder the Holders of the Securities in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to shall join with the Company Issuer 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.28.02.

Supplemental Indentures Without Consent of Securityholders. The Company, Company (when authorized by or pursuant to a Board Resolution, ) and the Trustee may from time to time and at any time time, without the consent of the holders of the Securities of any series, enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the any such successor Person of the covenants, agreements and obligations covenants of the Company, pursuant to Article XI hereof;Company contained in the Indenture and the Securities of any series; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power conferred upon the several remedies provided in Company pursuant to this Indenture as herein set forthor the Securities of such series; provided, however, provided that in respect of any such additional covenant restriction or condition covenant, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default;an Event of Default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series, to waive such an Event of Default; or (c) to cure establish the forms or terms of Securities of any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debenturesseries as permitted by Sections 2.1 and 2.2; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder under the indenture by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee;, pursuant to the requirements of Section 7.11 of the Indenture; or (e) to cure any ambiguity, to correct or supplement any provision in the Indenture that may be defective or inconsistent with any other provision of the Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that no such action pursuant to this clause (e) shall adversely affect the interests of the holders of the Securities of any series then Outstanding in any material respect; or (f) 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 (g) to supplement any of the provisions of this Indenture to such extent as shall be necessary for the defeasance and discharge of any series of the Securities pursuant to Article 12 of the Indenture; provided that any such action shall not adversely affect the interests of any holder of an Outstanding Security of such series or any other Security in any material respect; or (h) to add guarantees in respect of the Securities of one or more series and to provide for the terms and conditions of the release thereof; or (i) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets and to provide for the terms and conditions of any release thereof; or (j) to provide for definitive Securities in addition to or in place of Global Securities; or (k) to provide for the issuance of Additional Securities of any series of Securities; (l) to add to, change or eliminate any of the provisions contained herein or in any indentures supplemental hereto in respect of one or more series of Securities; provided that any such addition, change or elimination (i) shall not apply to, or modify the rights of any holder of, any Security of any series created prior to the execution of such supplemental indenture, or (ii) shall become effective only when no Securities of any series created prior to the execution of such supplemental indenture are Outstanding; (m) to conform the text of this Indenture or the Securities of any series to any provision of the applicable description thereof in the related prospectus or prospectus supplement to the extent that such provision, in the Company’s good faith judgment, was intended to be a recitation of a provision of this Indenture or the Securities of such series; or (n) to make any other change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder holders of Outstanding Securities in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which that affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 10.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.210.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person legal entity to the Company, or successive successions, and the assumption by the a successor Person legal entity of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereof8; (b) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Company shall consider to be for the protection of the holders Holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board may deem necessary or desirable and which shall not materially adversely affect the interests of the holders Holders of the DebenturesSecurities in any material respect; (d) to add to, delete fromchange or eliminate any of the provisions (other than as noted in Section 7.02) of this Indenture, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action addition, change or elimination shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 2.03; or (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debenturestrustee, to establish the form of any certifications required to be furnished pursuant to the terms requirements of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesSection 5.10. 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.27.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person legal entity to the Company, or successive successions, and the assumption by the a successor Person legal entity of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereof8; (b) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Company shall consider to be for the protection of the holders Holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultSecurities; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board may deem necessary or desirable and which shall not materially adversely affect the interests of the holders Holders of the DebenturesSecurities in any material respect; (d) to add to, delete fromchange or eliminate any of the provisions (other than as noted in Section 7.02) of this Indenture, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action addition, change or elimination shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 2.03; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) trustee, pursuant to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights requirements of any Securityholder in any material respectSection 5.10; or (g) to provide allow for the issuance possibility of repayment of principal and establish the form and terms and conditions interest that is written down pursuant to any write-down, bail-in or other provisions applicable to a particular series of the DebenturesSecurities, to establish the form extent that the Company considers that it has become permissible to do so under relevant laws and regulations applicable at the time of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debenturesmodification. 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.27.02.

Supplemental Indentures Without Consent of Securityholders. The Company1. In addition to any supplemental indenture otherwise authorized by this Indenture, the Issuer and the Guarantor, each when authorized by a resolution of its Board Resolutionof 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 or Guarantor Order, as applicable), 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 of 1939, as then in effect, without the consent of the SecurityholdersHolders, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person to the CompanyIssuer or the Guarantor, as the case may be, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the CompanyIssuer or the Guarantor, as the case may be, pursuant to Article XI hereofIX; (bc) to add to the covenants of the Company Issuer or the Guarantor such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer, the Guarantor and the Trustee shall consider to be for the protection of the holders Holders of such DebenturesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cd) to cure any ambiguity or mistake or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such any other provisions in regard to matters as the Issuer or questions arising under this Indenture; Guarantor may deem necessary or desirable, provided that any no such action shall not materially adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, Securities or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Coupons; (e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide make any other changes that do not materially adversely affect holders of the affected Securities; (h) for the issuance of and establish a different series of Securities; provided, that prior to the form and terms and conditions of the Debentures, to establish the form issuance of any certifications required such different series, a supplemental indenture may change any provision of this Indenture applicable only to be furnished pursuant such series; or (i) to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of this Indenture such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the Debentures, or to add to the rights time of the holders of Debenturesinitial sale thereof. 2. The Trustee is hereby authorized to join with the Company Issuer and the Guarantor 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. 3. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.28.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Company pursuant to Article XI 10 hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures 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 for the benefit of such series) as the Board of Directors Company and the Trustee shall consider to be for the protection of the holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the DebenturesSecurities; (de) to add to, delete from, or revise the terms of DebenturesSecurities of any series as permitted by Section 2.01 and 2.03, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesSecurities issued in whole or in part in the form of one or more Global Securities and the payment of any principal thereof, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); providedor interest or premium, howeverif any, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)thereon; (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 6.11; (fg) to provide for uncertificated Securities in addition to or in place of certificated Securities; (h) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (gi) to provide for the issuance of and establish the form and terms and conditions of the DebenturesSecurities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debenturesany series of Securities, or to add to the rights of the holders of Debenturesany series of Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; providedPROVIDED, howeverHOWEVER, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided PROVIDED that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); providedPROVIDED, howeverHOWEVER, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 Debentures (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)outstanding; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures Debt Securities as the Board of Directors shall consider to be for the protection of the holders of such DebenturesDebt Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided provided, that any such action shall not materially adversely affect the interests of the holders of the DebenturesDebt Securities; (d) to add to, delete from, or revise the terms of DebenturesDebt Securities, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesDebt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities Securities, as required by Section 2.5 2.05 (for purposes of assuring that no registration of Debentures Debt Securities is required under the Securities ActAct of 1933, as amended); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures Debt Securities substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the DebenturesDebt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the DebenturesDebt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the DebenturesDebt Securities, or to add to the rights of the holders of DebenturesDebt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, pursuant to Article XI X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the holders of such DebenturesDebt Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the DebenturesDebt Securities of any series; (d) to add to, delete from, or revise the terms of DebenturesDebt Securities of any series as required by Section 2.07, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesDebt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 relating to such series (for purposes of assuring that no registration of Debentures Debt Securities of a series subject to transfer restrictions is required under the Securities Act); provided, however, provided that any such action shall not adversely affect the interests of the holders of the Debentures Debt Securities of any series then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures Debt Securities of a series substantially similar to those that were applicable to Capital Securities of the related series shall not be deemed to materially adversely affect the holders of the DebenturesDebt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the DebenturesDebt Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debenturesany series of Debt Securities, or to add to the rights of the holders of Debenturesany series of Debt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for fbr the protection of the holders of Debentures Debt Securities as the Board of Directors shall consider to be for the protection of the holders of such DebenturesDebt Securities, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions or conditions a default Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make or amend such other provisions in regard to matters or questions arising under this Indenture; provided provided, that any such action shall not materially adversely affect the interests of the holders of the DebenturesDebt Securities; (d) to add to, delete from, or revise the terms of DebenturesDebt Securities, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesDebt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities Securities, as required by Section 2.5 2.05 (for purposes of assuring that no registration of Debentures Debt Securities is required under the Securities ActAct of 1933, as amended); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures Debt Securities substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the DebenturesDebt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the DebenturesDebt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the DebenturesDebt Securities, or to add to the rights of the holders of DebenturesDebt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; : provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures Debt Securities as the Board of Directors shall consider to be for the protection of the holders of such DebenturesDebt Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided provided, that any such action shall not materially adversely affect the interests of the holders of the DebenturesDebt Securities; (d) to add to, delete from, or revise the terms of DebenturesDebt Securities, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesDebt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 2.05 (for purposes of assuring that no registration of Debentures Debt Securities is required under the Securities ActAct of 1933, as amended); provided, however, provided that any such action shall not adversely affect the interests of the holders of the Debentures Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures Debt Securities substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the DebenturesDebt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the DebenturesDebt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the DebenturesDebt Securities, or to add to the rights of the holders of DebenturesDebt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The CompanyBank, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the CompanyBank, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the CompanyBank, pursuant to Article XI hereof; (b) to add to the covenants of the Company Bank such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 Debentures (for purposes of assuring that no registration of Debentures is required under the Securities ActAct or the National Bank Securities Laws); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)outstanding; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company Bank in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company Bank and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyCorporation, when authorized by a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the CompanyCorporation, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Corporation pursuant to Article XI Twelve hereof; (b) to add to the covenants of the Company Corporation such further covenants, restrictions or conditions for the protection of the holders of Debentures all or any series of the Securities as the Board of Directors and the Trustee shall consider to be for the protection of the holders of all the Securities or the Securities of any series, as the case may be (and if such Debenturescovenants are to be for the benefit of fewer than all series of Securities, stating that such covenants are expressly being included solely for the benefit of the Securities of such series), and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to provide for the issuance under this Indenture of Securities in bearer form, registrable or nonregistrable as to principal and with or without interest coupons, and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities in uncertificated form; (d) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; (e) 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; (f) to provide for the terms and conditions upon which Securities which qualify as capital under rules, regulations, orders, interpretive rulings and guidelines of the Primary Federal Regulator as from time to time in effect may be issued and the terms and characteristics of any such Securities; provided, however, that any such Securities shall be subordinated to Senior Indebtedness as provided in Article Sixteen; provided further, that no such supplemental indenture shall effect any change in any Securities which may at the time be outstanding under this Indenture; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.11 hereof; (h) to provide for the terms and conditions of conversion into Common Stock, securities or other property of the Securities of any series which are convertible into Common Stock, securities or other property to the extent such terms and conditions differ from those set forth in Article Nineteen; (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; or (j) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or any such action supplemental indenture which the Board of Directors may deem necessary or desirable and which shall not materially adversely affect in any material respect the interests interest of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesSecurities. The Trustee is hereby authorized to join with the Company Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 11.01 may be executed by the Company Corporation and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.211.02.

Supplemental Indentures Without Consent of Securityholders. The CompanyCorporation, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act) for one or more of the following purposes: (a) to evidence the succession of another Person entity to the CompanyCorporation, or successive successions, and the assumption by the any successor Person entity of the covenants, agreements and obligations of the Company, Corporation pursuant to Article XI Eleven hereof; (b) to add to the covenants of the Company Corporation such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the its Board of Directors shall consider to be for the protection of the holders Holders of such DebenturesDebt Securities of any or all series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions provisions a default or an Event of Default with respect to any or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, howeverwith such period of grace, that in respect of any if any, and subject to such additional covenant restriction or condition conditions as 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 defaultprovide; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which 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; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities Indenture as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders Holders of any series of Debt Securities; (d) to convey, transfer, assign, mortgage or pledge any property to or with the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Trustee; (e) to evidence and provide for the acceptance of and appointment hereunder by a successor Trustee trustee with respect to the Debentures Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to Section 7.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect establish the rights form or terms of Debt Securities of any Securityholder in any material respectseries as permitted by Sections 2.01 and 2.03; orand (g) to provide for the issuance change or eliminate any provision of and establish the form and terms and conditions of the Debenturesthis Indenture, to establish the form provided that any such change or elimination: (i) shall become effective only when there is no Debt Security outstanding of any certifications required to be furnished pursuant series created prior to the terms execution of this Indenture or the Debentures, or to add such supplemental indenture that is entitled to the rights benefit of the holders of Debenturessuch provision; or (ii) shall not apply to any Debt Security outstanding. The Trustee is hereby authorized to join with the Company Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which that may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which that adversely affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 10.1 may be executed by the Company Corporation and the Trustee without the consent of the holders Holders of any of the Debentures Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.210.02.

Supplemental Indentures Without Consent of Securityholders. The CompanyCorporation, when authorized by a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the CompanyCorporation, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Corporation pursuant to Article XI Twelve hereof; (b) to add to the covenants of the Company Corporation such further covenants, restrictions or conditions for the protection of the holders of Debentures the Securities as the Board of Directors and the Trustee shall consider to be for the protection of the holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; providedPROVIDED, howeverHOWEVER, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to provide for the issuance under this Indenture of Securities in coupon form (including, Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action Indenture which shall not materially adversely affect the interests interest of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) 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 (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms requirements of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesSection 8.11 hereof. The Trustee is hereby authorized to join with the Company Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 11.01 50 may be executed by the Company Corporation and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.211.02.

Supplemental Indentures Without Consent of Securityholders. The Without the consent of any Holders of any Securities, the Company, when authorized by or pursuant to a Board ResolutionReso lution, and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more indentures supple mental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the any such successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, herein and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;Securities contained; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e2) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Debentures one or more 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 admini stration of the trusts hereunder by more than one Trustee;, pursuant to Section 8.08; or (f3) to make add to the covenants of the Company, for the benefit of the Holders of Securities of all or any change (other than as elsewhere series, or to surrender any right or power herein conferred upon the Company, provided in this paragraph) that does such action shall not adversely affect the rights interests of the Holders of Securities of any Securityholder series in any material respect; or (g4) to cure any ambiguity, to correct or supplement any provision in this Indenture or in the Securities which may be inconsistent with any other provision in this Indenture or in such Securities, or to make any other provisions with respect to matters or questions arising under this Indenture or in such Securities; or (5) to establish the form of any Security, as permitted by Section 2.02, and to provide for the issuance of any series of Securities, as permitted by Section 3.01, and establish to set forth the form and terms and conditions thereof; or (6) to make any other amendments, modifications or supplements hereto or to the Securities, provided, that such amendments, modifications or supplements shall only apply to Securities of the Debentures, to establish the form of any certifications required one or more series to be furnished pursuant to the terms of this Indenture thereafter issued or the Debentures, or to add to shall not adversely affect the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution any Holder of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2Outstanding Security.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a resolution of the Board Resolutionof 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, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person corporation to the CompanyIssuer, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofNine; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such Debenturesseries), and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity an Event of Default or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect limit the interests right of the holders Holders of a majority in aggregate principal amount of the DebenturesSecurities of such series to waive such an Event of Default; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make or amend such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Preferred Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Preferred Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyWithout the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by a Board ResolutionResolutions, and the Trustee may Trustee, with the written consent of each Hedge Counterparty delivered to the Issuer, the Co-Issuer and the Trustee, and, at any time and from time to time and at any time subject to the requirement provided below in this Section 8.1, may enter into an indenture one or more indentures supplemental hereto, without in form satisfactory to the consent of the SecurityholdersTrustee, for one or more any of the following purposes: (a) to evidence the succession of another Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by the any such successor Person of the covenants, agreements and obligations covenants of the Company, pursuant to Article XI hereofIssuer or the Co-Issuer herein and in the Notes; (b) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the holders of Debentures as the Board of Directors shall consider to be for the protection Holders of the holders of such DebenturesNotes, and Preferred Shareholders, each Hedge Counterparty or to make surrender any right or power herein conferred upon the occurrence, Issuer or the occurrence and continuanceCo-Issuer, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultapplicable; (c) to cure convey, transfer, assign, mortgage or pledge any ambiguity property to or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Trustee, or add to make such other provisions in regard to matters the conditions, limitations or questions arising under this Indenture; provided that any such action shall not materially adversely affect restrictions on the interests authorized amount, terms and purposes of the holders issue, authentication and delivery of the DebenturesNotes; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by of a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (e) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (f) to make modify the restrictions on and procedures for resales and other transfers of Notes to reflect any change changes in applicable law or regulation (other than as elsewhere provided in this paragraphor the interpretation thereof) that does or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not adversely affect the rights of any Securityholder in any material respect; orrequired thereunder; (g) to provide for accommodate the issuance issuance, if any, of and establish Notes in global or book-entry form through the form and terms and conditions facilities of the DebenturesDepository or otherwise; (h) otherwise to correct any inconsistency or cure any ambiguity or mistake; (i) to take any action commercially reasonably necessary or advisable to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or to prevent the Issuer, the Holders of the Notes, the Holders of the Preferred Shares or the Trustee from being subject to establish the form of any certifications required withholding or other taxes, fees or assessments or otherwise subject to be furnished pursuant U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; and (j) to conform this Indenture to the terms of this Indenture provisions described in the Offering Memorandum (or the Debentures, or to add to the rights of the holders of Debenturesany supplement thereto). The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's own rights, duties duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. Any If any Class of Notes is Outstanding and rated by a Rating Agency, the Trustee shall not enter into any such supplemental indenture authorized unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form, and, so long as MBIA is deemed to be the Controlling Class hereunder, MBIA consents. At the cost of the Issuer, for so long as any Class of Notes shall remain Outstanding and is rated by a Rating Agency, the Trustee shall provide to such Rating Agency a copy of any proposed supplemental indenture at least 15 days prior to the execution thereof by the provisions of this Section 9.1 Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be executed in electronic form, that such Rating Agency will not, as a result of such supplemental indenture, cause the rating of any such Class of Notes to be reduced or withdrawn, and, as soon as practicable after the execution by the Company Trustee, the Issuer and the Trustee without the consent Co-Issuer of any such supplemental indenture, provide to such Rating Agency a copy of the holders executed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if (i) as a result of such supplemental indenture, the interests of any Holder of Securities would be materially and adversely affected thereby, unless the Majority of each and every Class of Notes or the Preferred Shares so affected have approved such supplemental indenture or (ii) such action would adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading "Certain U.S. Federal Income Tax Considerations" to any material extent or otherwise cause any of the Debentures at statements described in the time outstandingOffering Memorandum under the heading "Certain U.S. Federal Income Tax Considerations" to be inaccurate or incorrect to any material extent. The Trustee shall be entitled to rely upon (i) the receipt of notice, notwithstanding any of which may be in electronic form, that the provisions of Section 9.2.Rating Agency Condition has been satisfied and

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may for the Securities of any Series from time to time and at any time may enter into an indenture or indentures supplemental hereto, without which shall conform to the consent provisions of the SecurityholdersTrust Indenture Act as in force at the date of the execution thereof, in form satisfactory to such Trustee, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Securities of one or more Series or to provide that any of the Company’s obligations under any Series of the Securities or this Indenture shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; (b) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereof9; (bc) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions for the protection of the holders Holders of Debentures as the Board Securities of Directors shall consider any Series and, if such additional covenants are to be for the protection benefit of less than all the holders Series of Securities, stating that such covenants are being added solely for the benefit of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultSeries; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which 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; provided Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and that any such action shall not materially and adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to establish the form or terms of Securities of any Series as permitted by Sections 2.01 and 2.03; or (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms requirements of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesSection 6.08. 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 that may be therein contained and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 8.01 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.28.02.

Supplemental Indentures Without Consent of Securityholders. The CompanyCorporation, when authorized by a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the CompanyCorporation, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Corporation pursuant to Article XI Twelve hereof; (b) to add to the covenants of the Company Corporation such further covenants, restrictions or conditions for the protection of the holders of Debentures the Securities as the Board of Directors and the Trustee shall consider to be for the protection of the holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action Indenture which shall not materially adversely affect the interests interest of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) 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 (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms requirements of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesSection 8.11 hereof. The Trustee is hereby authorized to join with the Company Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 11.01 may be executed by the Company Corporation and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.211.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures Debt Securities as the Board of Directors shall consider to be for the protection of the holders of such DebenturesDebt Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the DebenturesDebt Securities; (d) to add to, delete from, or revise the terms of DebenturesDebt Securities, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesDebt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures Debt Securities is required under the Securities ActAct of 1933, as amended); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures Debt Securities substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the DebenturesDebt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the DebenturesDebt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the DebenturesDebt Securities, or to add to the rights of the holders of DebenturesDebt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person legal entity to the Company, or successive successions, and the assumption by the a successor Person legal entity of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereof8; (b) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Company shall consider to be for the protection of the holders Holders of such DebenturesSecurities; provided that, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision, no such supplemental indenture may provide for a particular period any right 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 acceleration due to the Trustee upon such defaultany breach; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board may deem necessary or desirable and which shall not materially adversely affect the interests of the holders Holders of the DebenturesSecurities in any material respect; (d) to add to, delete fromchange or eliminate any of the provisions (other than as noted in Section 7.02) of this Indenture, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action addition, change or elimination shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 2.03; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 5.10; (fg) to make remove, amend or modify the going concern, viability or bankruptcy write-down provisions or the cancellation of interest payment provisions with respect to any change (other than as elsewhere Outstanding Securities, provided in this paragraph) that such removal, amendment or modification does not adversely affect the rights interests of any Securityholder the Holders of the relevant series of Securities in any material respectrespect or the treatment of the relevant series of Securities as the Company’s Additional Tier 1 Capital; or (gh) to provide for effect any changes to the issuance of and establish Indenture in a manner necessary to comply with the form and terms and conditions procedures of the Debentures, to establish the form of DTC or any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debenturesapplicable clearing system. 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.27.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 Debentures (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)outstanding; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, Company when authorized by a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture: provided that any such action shall not adversely affect the interests of the holders of the Securities; (b) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, Company pursuant to Article XI Ten hereof; (bc) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure the Securities pursuant to the requirements of Section 3.05 or otherwise; or (e) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures 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 for the benefit of such series) as the Board of Directors and the Trustee shall consider to be for the protection of the holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; : provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (cf) to cure any ambiguity establish the form or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of DebenturesSecurities of any series as permitted by Section 2.01 and 2.03, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesSecurities issued in whole or in part in the form of one or more global Securities and the payment of any principal thereof, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act)or interest or premium, if any, thereon; provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures);and (eg) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debenturestrustee, to establish the form of any certifications required to be furnished pursuant to the terms requirements of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesSection 6.11. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or 37 questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a resolution of the Board Resolutionof 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, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person corporation to the CompanyIssuer, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofNine; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such Debenturesseries), and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenture; desirable, provided that any no such action shall not materially adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debenturestrustee, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions requirements of Section 9.26.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, provided however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyWithout the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by a Board ResolutionResolutions, and the Trustee may Trustee, with the written consent of each Hedge Counterparty delivered to the Issuer, the Co-Issuer and the Trustee, and, at any time and from time to time and at any time subject to the requirement provided below in this Section 8.1, may enter into an indenture one or more indentures supplemental hereto, without in form satisfactory to the consent of the SecurityholdersTrustee, for one or more any of the following purposes: (a) to evidence the succession of another Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by the any such successor Person of the covenants, agreements and obligations covenants of the Company, pursuant to Article XI hereofIssuer or the Co-Issuer herein and in the Notes; (b) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the holders of Debentures as the Board of Directors shall consider to be for the protection Holders of the holders of such DebenturesNotes, and Preferred Shareholders, each Hedge Counterparty or to make surrender any right or power herein conferred upon the occurrence, Issuer or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultCo-Issuer; (c) to cure convey, transfer, assign, mortgage or pledge any ambiguity property to or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Trustee, or add to make such other provisions in regard to matters the conditions, limitations or questions arising under this Indenture; provided that any such action shall not materially adversely affect restrictions on the interests authorized amount, terms and purposes of the holders issue, authentication and delivery of the DebenturesNotes; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (e) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (f) to make modify the restrictions on and procedures for resales and other transfers of Notes to reflect any change changes in applicable law or regulation (other than as elsewhere provided in this paragraphor the interpretation thereof) that does or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not adversely affect the rights of any Securityholder in any material respect; orrequired thereunder; (g) to provide for accommodate the issuance issuance, if any, of and establish Notes in global or book-entry form through the form and terms and conditions facilities of the DebenturesDepository Trust Company or otherwise; (h) to enable the Issuer and the Trustee to rely upon any exemption from registration under the Exchange Act or the Investment Company Act or to remove certain existing restrictions to the extent not required under such exemption; (i) to prevent the Issuer, the Noteholders, the Preferred Shareholders or the Trustee from being subject to establish withholding or other taxes, fees or assessments or to prevent the form Issuer from being treated as engaged in a United States trade or business for U.S. federal income tax purposes or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; provided that such action will not cause the Noteholders to experience any material change to the timing, character or source of the income from the Notes; (j) to cure any ambiguity or manifest error or correct or supplement any provisions contained herein which may be defective or inconsistent with any provision contained herein or make any modification that is of a formal, minor or technical nature or which is beneficial to all Noteholders or which is made to correct a manifest error; (k) to conform this Indenture to the provisions described in the Offering Memorandum dated May 11, 2006 (or any supplement thereto); and (l) to comply with any reasonable requests made by any stock exchange in order to list or maintain the listing of any certifications required Notes on such stock exchange. The Trustee shall not enter into any such supplemental indenture unless the Trustee has received advice from Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP or an opinion of other nationally recognized U.S. tax counsel experienced in such matters that (i) the modification will not cause the Noteholders to experience any material change to the timing, character or source of the income from the Notes, and (ii) the proposed supplemental indenture will not cause the Issuer to be furnished pursuant treated as engaged in a U.S. trade or business or otherwise subject to the terms of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesU.S. federal income tax on a net income tax basis. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. Any If any Class of Notes is Outstanding and rated by a Rating Agency, the Trustee shall not enter into any such supplemental indenture authorized if, as a result of such supplemental indenture, such Rating Agency would cause the rating of any such Notes to be reduced or withdrawn. At the cost of the Issuer, for so long as any Class of Notes shall remain Outstanding and is rated by a Rating Agency, the Trustee shall provide to such Rating Agency a copy of any proposed supplemental indenture at least 15 days prior to the execution thereof by the provisions Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation that such Rating Agency will not, as a result of this Section 9.1 may such supplemental indenture, cause the rating of any such Class of Notes to be executed reduced or withdrawn, and, as soon as practicable after the execution by the Company Trustee, the Issuer and the Trustee without the consent Co-Issuer of any such supplemental indenture, provide to such Rating Agency a copy of the holders executed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if, as a result of such supplemental indenture, the interests of any Holder of Securities would be materially and adversely affected thereby or such action will cause the Holders of the Debentures Notes to experience any material change to the timing, character or source of the income from the Notes, unless the Majority of each and every Class of Notes or the Preferred Shares so affected have approved such Supplemental Indenture. The Trustee may rely on a certification of the Collateral Manager or upon an Opinion of Counsel provided by and at the time outstanding, notwithstanding any expense of the provisions party requesting such supplemental indenture in determining whether or not the Holders of Securities would be adversely affected by such change (after giving notice of such change to the Holders of Securities). Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon an Opinion of Counsel delivered to the Trustee as described in Section 9.28.3 hereof.

Supplemental Indentures Without Consent of Securityholders. The Company, Company (when authorized by or pursuant to a Board Resolution, ) and the Trustee may from time to time and at any time time, without the consent of the holders of the Securities of any series, enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the any such successor Person of the covenants, agreements and obligations covenants of the Company, pursuant to Article XI hereof;Company contained in the Indenture and the Securities of any series; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power conferred upon the several remedies provided in Company pursuant to this Indenture as herein set forthor the Securities of such series; provided, however, provided that in respect of any such additional covenant restriction or condition covenant, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default;an Event of Default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series, to waive such an Event of Default; or (c) to cure establish the forms or terms of Securities of any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debenturesseries as permitted by Sections 2.01 and 2.02; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder under the indenture by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee;, pursuant to the requirements of Section 7.11 of the Indenture; or (e) to cure any ambiguity, to correct or supplement any provision in the Indenture that may be defective or inconsistent with any other provision of the Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that no such action pursuant to this clause (d) shall adversely affect the interests of the holders of the Securities of any series then Outstanding in any material respect; or (f) 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 (g) to supplement any of the provisions of this Indenture to such extent as shall be necessary for the defeasance and discharge of any series of the Securities pursuant to Article 12 of the Indenture; provided that any such action shall not adversely affect the interests of any holder of an Outstanding Security of such series or any other Security in any material respect; or (h) to add guarantees in respect of the Securities of one or more series and to provide for the terms and conditions of the release thereof; or (i) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets and to provide for the terms and conditions of any release thereof; or (j) to provide for definitive Securities in addition to or in place of Global Securities; or (k) to provide for the issuance of Additional Securities of any series of Securities; (l) to add to, change or eliminate any of the provisions contained herein or in any indentures supplemental hereto in respect of one or more series of Securities; provided that any such addition, change or elimination (i) shall not apply to, or modify the rights of any holder of, any Security of any series created prior to the execution of such supplemental indenture, or (ii) shall become effective only when no Securities of any series created prior to the execution of such supplemental indenture are Outstanding; (m) to conform the text of this Indenture or the Securities of any series to any provision of the applicable description thereof in the related prospectus or prospectus supplement to the extent that such provision, in the Company’s good faith judgment, was intended to be a recitation of a provision of this Indenture or the Securities of such series; or (n) to make any other change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder holders of Outstanding Securities in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 10.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.210.02.

Supplemental Indentures Without Consent of Securityholders. The CompanyWithout the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by a Board ResolutionResolutions, and the Trustee may Trustee, at any time and from time to time and at any time subject to the requirement provided below in this Section 8.1, may enter into an indenture one or more indentures supplemental hereto, without in form satisfactory to the consent of the SecurityholdersTrustee, for one or more any of the following purposes: (a) to evidence the succession of another Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by the any such successor Person of the covenants, agreements and obligations covenants of the Company, pursuant to Article XI hereofIssuer or the Co-Issuer herein and in the Notes; (b) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the holders of Debentures as the Board of Directors shall consider to be for the protection Holders of the holders of such DebenturesNotes, and Preferred Shareholders, each Hedge Counterparty or to make surrender any right or power herein conferred upon the occurrence, Issuer or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultCo-Issuer; (c) to cure convey, transfer, assign, mortgage or pledge any ambiguity property to or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Trustee, or add to make such other provisions in regard to matters the conditions, limitations or questions arising under this Indenture; provided that any such action shall not materially adversely affect restrictions on the interests authorized amount, terms and purposes of the holders issue, authentication and delivery of the DebenturesNotes; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (e) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (f) to make modify the restrictions on and procedures for resales and other transfers of Notes to reflect any change changes in applicable law or regulation (other than as elsewhere provided in this paragraphor the interpretation thereof) that does or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not adversely affect the rights of any Securityholder in any material respect; orrequired thereunder; (g) to provide for accommodate the issuance issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise; (h) to enable the Issuer and establish the form and terms and conditions Trustee to rely upon any exemption from registration under the Securities Act, the Exchange Act or the Investment Company Act or to remove certain existing restrictions to the extent not required under such exemption; (i) otherwise to correct any inconsistency or cure any ambiguity or mistake; (j) to take any action commercially reasonably necessary or advisable to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or to prevent the Issuer from being treated as a foreign corporation subject to U.S. federal, state or local income or franchise tax on a net income tax basis or to prevent the Issuer, the Holders of the DebenturesSecurities or the Trustee from being treated as a foreign corporation subject to withholding or other taxes, fees or assessments; provided that such action will not cause the Noteholders to establish the form of experience any certifications required to be furnished pursuant material change to the terms timing, character or source of the income from the Notes; and (k) to conform this Indenture or the Debentures, or to add (other than Section 7.18) to the rights of provisions described in the holders of DebenturesOffering Memorandum, dated August 6, 2007 (or any supplement thereto). The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. Any If any Class of Notes is Outstanding and rated by a Rating Agency, the Trustee shall not enter into any such supplemental indenture authorized if, as a result of such supplemental indenture, such Rating Agency would cause the rating of any such Notes to be reduced or withdrawn. At the cost of the Issuer, for so long as any Class of Notes shall remain Outstanding and is rated by a Rating Agency, the Trustee shall provide to such Rating Agency a copy of any proposed supplemental indenture at least fifteen (15) days prior to the execution thereof by the provisions Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation that such Rating Agency will not, as a result of this Section 9.1 may such supplemental indenture, cause the rating of any such Class of Notes to be executed reduced or withdrawn, and, as soon as practicable after the execution by the Company Trustee, the Issuer and the Trustee without the consent Co-Issuer of any such supplemental indenture, provide to such Rating Agency a copy of the holders executed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if, as a result of such supplemental indenture, the interests of any Holder of Securities would be materially and adversely affected thereby or such action will cause the Holders of the Debentures Notes to experience any material change to the timing, character or source of the income from the Notes, unless the Majority of each and every Class of Notes or the Preferred Shares so affected have approved such Supplemental Indenture. The Trustee shall be entitled to rely upon an Opinion of Counsel provided by and at the time outstanding, notwithstanding any expense of the provisions party requesting such supplemental indenture in determining whether or not the Holders of Securities would be adversely affected by such change (after giving notice of such change to the Holders of Securities). Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon an Opinion of Counsel delivered to the Trustee as described in Section 9.28.3 hereof. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to fail to be treated as a Qualified REIT Subsidiary or otherwise be treated as a foreign corporation subject to U.S. federal income tax on a net income tax basis.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) 42.1.1. to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) 42.1.2. to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) 42.1.3. to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) 42.1.4. to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) 42.1.5. to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) 42.1.6. to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) 42.1.7. to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a Board ResolutionResolution (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 Officers' Certificate), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person to the CompanyIssuer, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofNine; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such Debenturesseries), and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenture; provided desirable, provided, however, that any no such action provisions shall not materially adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3; (f) to provide for the issuance of Securities of any series in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities for the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (g) 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 of 1939, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act of 1939, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939 as in effect at the date as of which this instrument was executed or any corresponding provision provided for in any similar federal statute hereafter enacted; (h) to evidence and provide for the acceptance of appointment hereunder by of a successor Trustee with respect to the Debentures other than The Chase Manhattan Bank as Trustee for a series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9 hereof; (fi) subject to make any change (other than Section 8.2 hereof, to add to or modify the provisions hereof as elsewhere provided may be necessary or desirable to provide for the denomination of Securities in this paragraph) that does foreign currencies which shall not adversely affect the rights interests of any Securityholder the Holders of the Securities in any material respect; or; (gj) to modify the covenants or Events of Default of the Issuer solely in respect of, or add new covenants or Events of Default of the Issuer that apply solely to, Securities not Outstanding on the date of such supplemental indenture; and (k) to evidence and provide for the issuance acceptance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant appointment hereunder by a successor trustee with respect to the terms Securities of this Indenture one or the Debentures, or more series and to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding 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 9.26.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures Securityholders as the Board of Directors shall consider to be for the protection of the holders of such DebenturesSecurityholders, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions or conditions a default Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make or amend such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the DebenturesSecurityholders; (d) to add to, delete from, or revise the terms of DebenturesDebt Securities, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesDebt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 2.05 (for purposes of assuring that no registration of Debentures Debt Securities is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures Securityholders then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures Debt Securities substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the DebenturesSecurityholders); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures 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; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or; (g) to provide for the issuance of and establish the form and terms and conditions of the DebenturesDebt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the DebenturesDebt Securities, or to add to the rights of the holders Securityholders; (h) to provide for the issuance of DebenturesGlobal Debt Securities in place of definitive Debt Securities and the designation of the Global Debt Securities for trading in the Private Offering, Resales and Trading through the Automatic Linkages system if available; or (i) to permit the qualification hereof and thereof under the Trust Indenture Act or any similar federal statute hereafter in effect or to permit the qualification of the Capital Securities for sale under the securities laws of the United States of America or any of the states of the United States of America, and, if they so determine, to add to this Indenture such other terms, conditions and provisions as may be permitted or required by said Trust Indenture Act or similar federal statute. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Securityholders at the time outstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental heretohereto (which 45 53 shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, pursuant to Article XI X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors shall consider to be for the protection of the holders of such DebenturesDebt Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the DebenturesDebt Securities of any series; (d) to modify, eliminate or add to any provision of the Indenture to such an extent as may be necessary to ensure that the Indenture will be qualified under the Trust Indenture Act upon the effectiveness of the Exchange Offer Registration Statement with respect to the Debt Securities; (e) to add to, delete from, or revise the terms of DebenturesDebt Securities of any series, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesDebt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities relating to such series as required by Section 2.5 2.07 (for purposes of assuring that no registration of Debentures Debt Securities of a series subject to transfer restrictions is required under the Securities ActAct of 1933, as amended); provided, however, provided that any such action shall not adversely affect the interests of the holders of the Debentures Debt Securities of any series then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures Debt Securities of a series substantially similar to those that were applicable to Capital Securities of the related series shall not be deemed to materially adversely affect the holders of the DebenturesDebt Securities); (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.the

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. (a) The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders, for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture; , provided that any such action change or elimination shall not materially adversely affect become effective only when there is no Security outstanding created prior to the interests execution of such supplemental indenture which is entitled to the holders benefit of such provision or such change or elimination is applicable only to Securities issued after the Debentureseffective date of such change or elimination; (d3) to add to, delete from, establish the form of Securities as permitted by Section 2.1 hereof or revise the to establish or reflect any terms of Debenturesany Security determined pursuant to Section 2.5 hereof; (4) to evidence the succession of another corporation to the Company, includingand the assumption by any such successor of the covenants of the Company herein and in the Securities; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, without limitationremedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among the Trustee, any terms relating Authenticating Agent and any paying agent; (8) to add to the issuancecovenants of the Company for the benefit of the Holders of one or more series of Securities, exchangeto add security for the Securities, registration to surrender a right or transfer power conferred on the Company herein or to add any Event of DebenturesDefault with respect to one or more series of Securities; (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate a satisfaction and discharge pursuant to Article IV, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, provided that any such action shall not adversely affect the interests of the holders any holder of the Debentures then outstanding (it being understood, for purposes a Security of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures);such series or any other Security or coupon; and (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f10) to make any other change (other than as elsewhere provided in this paragraph) that does is not adversely affect prejudicial to the rights of any Securityholder in any material respect; orTrustee or the Holders. (gb) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. . (c) Any supplemental indenture authorized by the provisions of this Section 9.1 12.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.212.2 hereof.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a Board ResolutionResolution (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, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person to the CompanyIssuer, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofNine; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such Debentures, series) and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenturedesirable; provided provided, however, that any no such action shall not materially adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act)Securities; provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and or terms and conditions of the Debentures, to establish the form Securities of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements series as permitted by Sections 2.1 and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.2.3;

Supplemental Indentures Without Consent of Securityholders. The CompanyCorporation, when authorized by a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the CompanyCorporation, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Corporation pursuant to Article XI Twelve hereof; (b) to add to the covenants of the Company Corporation such further covenants, restrictions or conditions for the protection of the holders of Debentures the Securities as the Board of Directors and the Trustee shall consider to be for the protection of the holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; ; (c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action Indenture which shall not materially adversely affect the interests interest of the holders of the Debentures; Securities; (de) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuanceconditions, exchange, registration or transfer of Debentures, including to provide for transfer procedures limitations and restrictions substantially similar to those applicable to on the Capital Securities as required by Section 2.5 (for authorized amount, terms or purposes of assuring that no registration issue, authentication and delivery of Debentures is required under the Securities Act)Securities, as herein set forth, other conditions, limitations and restrictions thereafter to be observed; provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding or (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (ef) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms requirements of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesSection 8.11 hereof. The Trustee is hereby authorized to join with the Company Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 11.01 may be executed by the Company Corporation and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.211.02.

Supplemental Indentures Without Consent of Securityholders. The Without notice to or the consent of any Holder of any Security or coupon, the Company, when authorized by a Board Resolution, and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto, without in form satisfactory to the consent of the SecurityholdersTrustee, for one or more any of the following purposes: (ai) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the any such successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, herein and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;Securities; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (eii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures one or more 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 Section 8.11; or (fiii) to add to the covenants of the Company, for the benefit of the Holders of Securities of all or any series (and if such covenants are 77 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 rights or power herein conferred upon the Company; or (iv) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any change (other than as elsewhere provisions with respect to matters or questions arising under this Indenture, provided in this paragraph) that does such action shall not adversely affect the rights interests of the Holders of Securities of any Securityholder series or any related coupons in any material respect; or (gv) to provide for the issuance add any additional Defaults or Events of and establish the form and terms and conditions Default with respect to all or any series of the DebenturesSecurities (and, if such Default or Event of Default is applicable to establish less than all series of Securities, specifying the form series to which such Default or Event of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or Default is applicable); or (vi) to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding change any of the provisions of Section 9.2this Indenture to provide that Bearer Securities may be registerable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any), Maturity Consideration 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 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 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 adversely affected by such change in or elimination of such provisions; or (viii) to establish the form or terms of a Security of any series as permitted by Sections 2.01 and 3.01; or (ix) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (x) to provide for conversion rights of the Holders of the Securities of any series to enable such Holders to convert such Securities into other securities of the Company.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;; Community Bancorp/Indenture/Floating Rate (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by Board Resolution, and the Guarantor when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939) for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the CompanyIssuer or to the Guarantor, or successive successions, and the assumption by the any successor Person corporation of the covenants, agreements and obligations of the CompanyIssuer or the Guarantor, pursuant to Article XI Twelve hereof; (b) to add to the covenants of the Company Issuer or of the Guarantor such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors of the Issuer and the Board of Directors of the Guarantor, as the case may be, and the Trustee shall consider to be for the protection of the holders Holders of Securities of any or all series, or the Coupons appertaining to such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions provisions a default or an Event of Default with respect to any or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, howeverwith such period of grace, that in respect of any if any, and subject to such additional covenant restriction or condition conditions as 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 defaultprovide; (c) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities of any series in bearer form, registrable or not registrable as to principal, and with or without interest Coupons, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose, and to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of uncertificated Securities of any series; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities Indenture as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes any series of this proviso, that transfer restrictions on Debentures substantially similar Securities or any Coupons appertaining to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)such Securities; (e) to evidence and provide for the acceptance of and appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to Section 8.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect establish the rights form or terms of Securities of any Securityholder in any material respectseries as permitted by Sections 2.01 and 2.03; orand (g) to provide for the issuance change or eliminate any provision of and establish the form and terms and conditions of the Debenturesthis Indenture, to establish the form provided that any such change or elimination (i) shall become effective only when there is no Security outstanding of any certifications required to be furnished pursuant series created prior to the terms execution of this Indenture or the Debentures, or to add such supplemental indenture which is entitled to the rights benefit of the holders of Debenturessuch provision or (ii) shall not apply to any Security outstanding. The Trustee is hereby authorized to join with the Company Issuer and the Guarantor 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company Issuer, the Guarantor and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.211.02.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a Board ResolutionResolution (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, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person to the Company, Issuer or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereofIssuer herein and in the Securities; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions provisions for the protection of the holders Holders of Debentures as the Board all or any series of Directors shall consider Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the holders same are expressly being included solely for the protection of such Debenturesseries), or to surrender any right or power herein conferred upon the Issuer, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenture; provided desirable, provided, however, that any no such action shall not materially adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to establish the form or terms of Securities or the Guarantees to be endorsed thereon of any series as permitted by Sections 2.1 and 2.3; (f) to provide for the issuance of Securities of any series in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities for the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (g) 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 of 1939, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act of 1939, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939 as in effect at the date as of which this instrument was executed or any corresponding provision provided for in any similar federal statute hereafter enacted; (h) to evidence and provide for the acceptance of appointment hereunder by of a successor Trustee with respect to the Debentures other than First Union National Bank as Trustee for a series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9 hereof; (fi) subject to make any change (other than Section 8.2 hereof, to add to or modify the provisions hereof as elsewhere provided may be necessary or desirable to provide for the denomination of Securities in this paragraph) that does foreign currencies which shall not adversely affect the rights interests of any Securityholder the Holders of the Securities in any material respect; or; (gj) to modify the covenants or Events of Default of the Issuer solely in respect of, or add new covenants or Events of Default of the Issuer that apply solely to, Securities not Outstanding on the date of such supplemental indenture; and (k) to evidence and provide for the issuance acceptance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant appointment hereunder by a successor trustee with respect to the terms Securities of this Indenture one or the Debentures, or more series and to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding 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 9.26.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereof8; (bc) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Company and the Trustee shall consider to be for the protection of the holders Holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action shall not materially adversely affect supplemental indenture as the interests of the holders of the Debentures; (d) to add to, delete from, Company may deem necessary or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures desirable and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action which shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) surrendering any right or power conferred upon the Company; (f) adding any additional events of default; provided that any such additional event of default would not cause any Security to evidence be in default immediately upon any such addition; (g) evidencing and provide providing for the acceptance of appointment hereunder by of a successor Trustee trustee with respect to the Debentures Securities and to add to or change any of the provisions of this Indenture as that shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; and (fh) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debenturesmodifying, to establish the form of any certifications required to be furnished pursuant eliminating or adding to the terms provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act or the Debentures, or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly permitted by the rights of the holders of DebenturesTrust Indenture Act. The Trustee is hereby authorized and directed 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 7.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.27.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, Company and the Trustee may from time to time and at any time time, subject to applicable regulatory compliance, including obtaining any required approvals or consents of the Applicable Regulatory Authority, enter into an indenture or indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as then in effect applicable to indentures qualified thereunder), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person entity to the Company, or successive successions, and the assumption by the successor Person entity of the covenants, agreements and obligations of the Company, Company pursuant to Article XI X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders Holders of Debentures Surplus Notes as the Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of such DebenturesSurplus Notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders Holders of the DebenturesSurplus Notes in any material respect; (d) to add to, delete from, or revise the terms of DebenturesSurplus Notes, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act)Surplus Notes; provided, however, that any no such action shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Surplus Notes; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Surplus Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the DebenturesSurplus Notes, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the DebenturesIndenture, or to add to the rights of the holders Holders of DebenturesSurplus Notes. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Surplus Notes at the time outstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.. 38

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; oror 44 (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) : to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) ; to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) ; to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) ; <PAGE> to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) ; to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) ; to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) or to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures);; Center Bancorp, Inc./Indenture/Floating Rate (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent Section 8.01 of the Securityholders, for one or more of the following purposesIndenture is hereby amended as follows: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person Clause 8.01(b) of the covenants, agreements and obligations of the Company, pursuant Indenture is hereby amended by replacing each reference to Article XI hereof;“corporation” with “Person.” (b) Clause 8.01(c) of the Indenture is hereby amended and restated to read in its entirety as follows: (c) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer and the Trustee shall consider to be for the protection of the holders Holders of such DebenturesSecurities or Coupons, and and, if the Issuer deems necessary or desirable, to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, provided that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity an Event of Default or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect limit the interests right of the holders Holders of a majority in aggregate principal amount of the DebenturesSecurities of such series to waive such an Event of Default; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyWithout the consent of the Holders of any Securities, the Issuer, when authorized by a Board ResolutionResolutions, and the Trustee may Trustee, at any time and from time to time and at any time subject to the requirement provided below in this Section 8.1 with respect to the ratings on the Notes, may enter into an indenture one or more indentures supplemental hereto, without in form satisfactory to the consent Trustee (x) if such supplemental indenture would have no material adverse effect on the Securities (as evidenced by an Opinion of Counsel which may be based as to factual matters on an Officer Certificate of the Securityholders, Issuer) or (y) for one or more any of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, Issuer and the assumption by the any such successor Person of the covenants, agreements and obligations covenants of the CompanyIssuer herein and in the Securities, pursuant to Article XI hereofin each case in accordance with this Indenture; (b) to add to the covenants of the Company such further covenants, restrictions Issuer or conditions the Trustee for the protection benefit of the holders of Debentures as the Board of Directors shall consider to be for the protection Holders of the holders of such Debentures, and Securities or to make surrender any right or power herein conferred upon the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultIssuer; (c) to cure convey, transfer, assign, mortgage or pledge any ambiguity property to or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenturethe Trustee, or add to make such other provisions in regard to matters the conditions, limitations or questions arising under this Indenture; provided that any such action shall not materially adversely affect restrictions on the interests authorized amount, terms and purposes of the holders issue, authentication and delivery of the DebenturesSecurities; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Sections 6.9 or 6.10 hereof; (e) to provide for and/or facilitate the issuance of additional Securities to the extent permitted by Section 2.14 and to extend to such Securities the benefits and provisions of this Indenture; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect correct or amplify the rights description of any Securityholder property at any time subject to the Lien under the Pledge Agreement, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the Lien under the Pledge Agreement (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien under the Pledge Agreement any material respect; oradditional property; (g) to provide for reduce the issuance permitted Authorized Denominations; (h) to take any action necessary or advisable to prevent the Issuer from being subject to withholding or other taxes, fees or assessments; (i) to enter into any amendment, modification or waiver if the Issuer certifies that such amendment, modification or waiver would not, upon or after becoming effective, materially and adversely affect the rights or interests of and establish the form and terms and conditions holders of the DebenturesSecurities; (j) otherwise to correct any ambiguities, to establish the form of any certifications required to be furnished pursuant to the terms of errors or inconsistencies in this Indenture or the DebenturesIndenture, or to add to the rights between any provision of the holders Indenture and the Offering Memorandum; or (k) to evidence any waiver by any Rating Agency as to any requirement or condition, as applicable, of Debenturessuch Rating Agency set forth herein. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's own rights, duties duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. Any The Trustee shall not enter into any such supplemental indenture authorized until it has received Rating Agency Confirmation. At the cost of the Issuer, the Trustee shall provide to each Securityholder and, if applicable, each Rating Agency, a copy of any proposed supplemental indenture (or a description of the substance thereof) at least 10 days prior to the execution thereof by the provisions of this Section 9.1 may be executed by the Company Trustee and the Trustee without the consent a copy of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2executed supplemental indenture after its execution.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without hereto (which shall conform to the consent provisions of the Securityholders, TIA as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to evidence the succession of another Person corporation to the CompanyIssuer, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofEight; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for provisions (including without limitation provisions necessary or desirable to qualify this Indenture under the protection of the holders of Debentures TIA) as the its Board of Directors and the Trustee shall consider to be for the protection or benefit of the holders Holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, provided that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such other provisions provision in regard to matters or questions arising under this Indenture; Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable, provided that any no such action shall not materially adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to evidence and provide for the acceptance adjustment of appointment hereunder by a successor Trustee with respect conversion rights pursuant to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;Section 12.5; or (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect evidence the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions removal or resignation of the Debentures, to establish Trustee and the form appointment of any certifications required to be furnished a successor Trustee or Trustees pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesArticle Five. 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 stipulations, which may be therein contained contained, and to accept the conveyance, transfer and assignment transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects adversely the Trustee's own rights, duties duties, immunities or immunities liabilities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 7.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.the

Supplemental Indentures Without Consent of Securityholders. The CompanyCorporation, when authorized by a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a1) to evidence the succession of another Person corporation to the CompanyCorporation, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Corporation pursuant to Article XI Twelve hereof; (b2) to add to the covenants of the Company Corporation such further covenants, restrictions or conditions for the protection of the holders of Debentures the Securities as the Board of Directors and the Trustee shall consider to be for the protection of the holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions or conditions a default Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default Default or may limit the remedies available to the Trustee upon such defaultDefault; (c3) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose; (4) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action Indenture which shall not materially adversely affect the interests interest of the holders of the DebenturesSecurities; (d5) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuanceconditions, exchange, registration or transfer of Debentures, including to provide for transfer procedures limitations and restrictions substantially similar to those applicable to on the Capital Securities as required by Section 2.5 (for authorized amount, terms or purposes of assuring that no registration issue, authentication and delivery of Debentures is required under the Securities Act); providedSecurities, howeveras herein set forth, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understoodother conditions, for purposes of this proviso, that transfer limitations and restrictions on Debentures substantially similar thereafter to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)observed; (e6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trusts hereunder by more than one Trustee; (f) , pursuant to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights requirements of any Securityholder in any material respectSection 8.11 hereof; or (g7) to provide for the issuance conversion rights of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished Securityholders pursuant to the terms Section 16.11 of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesIndenture. The Trustee is hereby authorized to join with the Company Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 11.01 may be executed by the Company Corporation and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.211.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person legal entity to the Company, or successive successions, and the assumption by the a successor Person legal entity of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereof8; (b) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Company shall consider to be for the protection of the holders Holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in failure by the Company to comply with any of such additional covenants, restrictions restrictions, conditions or conditions provisions a default or an Event of Default breach permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect a breach of any such additional covenant restriction covenant, restriction, condition or condition such supplemental indenture provision may provide not be a basis 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 defaultacceleration; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; to correct any manifest error contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board may deem necessary or desirable and which shall not materially adversely affect the interests of the holders Holders of the DebenturesSecurities in any material respect; (d) to add to, delete fromchange or eliminate any of the provisions (other than as noted in Section 7.02) of this Indenture, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action addition, change or elimination shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.;

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person legal entity to the Company, or successive successions, and the assumption by the a successor Person legal entity of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereof8; (b) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Company shall consider to be for the protection of the holders Holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board may deem necessary or desirable and which shall not materially adversely affect the interests of the holders Holders of the DebenturesSecurities in any material respect; (d) to add to, delete fromchange or eliminate any of the provisions (other than as noted in Section 7.02) of this Indenture, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action addition, change or elimination shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)in any material respect; (e) to add to, change or eliminate any of the provisions of this Indenture for the purpose of reflecting any change in the procedures relating to Japanese withholding tax resulting from any amendment to the applicable Japanese tax law, provided that such amendment is relevant to any series of Securities; (f) to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 2.03; or (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debenturestrustee, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions requirements of Section 9.25.10.

Supplemental Indentures Without Consent of Securityholders. The CompanyNotwithstanding anything to the contrary provided for in Section 9.1 hereof (but subject to Section 9.1(a) hereof), the Issuer, when authorized by a Board Resolution, at any time and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental heretotime, may, without the consent of the any Securityholders, for enter into one or more indentures supplemental hereto in form satisfactory to the Trustee for any of the following purposes: (a) in the event that, at any time the Issuer has affirmatively elected to qualify the Securities as Tier I Capital, and the Tier I Regulation does not require payments of Interest to be made out of Distributable Profits, to delete Section 2.7(b) of this Indenture; or (b) to establish the form and terms of Securities permitted by Sections 2.1 and 2.5; or (c) to evidence the succession of another Person entity to the Company, or successive successions, Issuer and the assumption by the any such successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenantsIssuer herein contained, restrictions subject to compliance with Section 4.13; or (d) to evidence the succession of a new Trustee hereunder pursuant to Section 6.9; or (e) to convey, transfer and assign to the Trustee properties or conditions for assets to secure the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such DebenturesSecurities, and to make amplify the occurrencedescription of any property at any time subject to this Indenture or the Securities or to assure, convey and confirm unto the Trustee any property subject or required to be subject to this Indenture or the Securities; or (f) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect or maintain its qualification under the Trust Indenture Act, if necessary, or the occurrence under any similar United States federal statute hereafter enacted, and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in to add to this Indenture such other provisions as herein set forth; providedmay be expressly permitted by the Trust Indenture Act, excluding, however, that the provisions referred to in respect Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed corresponding provision 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;any similar United States federal statute hereafter enacted; or (cg) to permit or facilitate the issuance of Securities in definitive form; or (h) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein in this Indenture or in any supplemental indenture which the Securities that may be defective or inconsistent with any other provision contained herein or in any supplemental indentureherein, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture; , provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder Securityholders in any material respect; or (gi) to provide for the issuance of and establish Additional Securities, which shall have terms substantially identical in all material respects to the form and Original Securities (except for any terms and conditions of the Debentures, to establish the form of any certifications required to be furnished established in or pursuant to a Board Resolution in accordance with Section 2.1(c) or 2.2(b)), and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (j) to provide for the issuance of Exchange Securities, which shall have terms substantially identical in all material respects to the Initial Securities such Exchanged Securities have been exchanged for, and which shall be treated, together with any outstanding Initial Securities, as a single issue of securities; or (k) if the Issuer has affirmatively elected to qualify the Securities as Tier I Capital to amend the terms of this Indenture or the Debentures, or Securities to reflect any term which is required in the Opinion of Counsel for the Securities to be treated as Tier I Capital; or (l) to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties change or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding eliminate any of the provisions of Section 9.2Article 11 in respect of any series of Securities; provided, that any such action pursuant to this clause (l) shall not adversely affect the interests of the holders of Senior Debt in any material respect without the written consent of each such holder of Senior Debt.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person legal entity to the Company, or successive successions, and the assumption by the a successor Person legal entity of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereof8; (b) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Company shall consider to be for the protection of the holders Holders of such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in failure by the Company to comply with any of such additional covenants, restrictions restrictions, conditions or conditions provisions a default or an Event of Default breach permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect a breach of any such additional covenant restriction covenant, restriction, condition or condition such supplemental indenture provision may provide not be a basis 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 defaultacceleration; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; to correct any manifest error contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action supplemental indenture as the Board may deem necessary or desirable and which shall not materially adversely affect the interests of the holders Holders of the DebenturesSecurities in any material respect; (d) to add to, delete fromchange or eliminate any of the provisions (other than as noted in Section 7.02) of this Indenture, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action addition, change or elimination shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)in any material respect; (e) to add to, change or eliminate any of the provisions of this Indenture for the purpose of reflecting any change in the procedures relating to Japanese withholding tax resulting from any amendment to the applicable Japanese tax law, provided that such amendment is relevant to any series of Securities; (f) to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 2.03; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 5.10; (fh) to make remove, amend or modify the going-concern, non-viability or bankruptcy write-down provisions or the cancellation of interest payment provisions, including the provisions of Section 3.10, Section 3.11 and Articles 13 and 14 and any change (other than as elsewhere provided in this paragraph) relevant provisions of any form of Security or indenture supplemental hereto; provided, however, that such removal, amendment or modification does not adversely affect the rights interests of any Securityholder the holders of the Securities in any material respectrespect or the treatment of the Securities as the Company’s Additional Tier 1 Capital; or (gi) effect any changes in a manner necessary to provide for comply with the issuance procedures of and establish the form and terms and conditions of the DebenturesDTC, to establish the form of Euroclear or Clearstream or any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debenturesapplicable clearing system. 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise. The Trustee, at the expense of the Company, shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel with regard to any such supplemental indenture. The Trustee shall be entitled to conclusively rely upon such Officer’s Certificate and Opinion of Counsel in entering into such supplemental indenture. The Opinion of Counsel shall comply with Section 10.05 and confirm (inter alia) that the supplemental indenture is authorized or permitted under this Indenture, and that it is legal, valid, binding and enforceable against the Company under New York law. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.27.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, -------- however, that in respect of any such additional covenant restriction or ------- condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially -------- adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, -------- however, that any such action shall not adversely affect the interests of the ------- holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.

Supplemental Indentures Without Consent of Securityholders. The CompanyCorporation, when authorized by a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the CompanyCorporation, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Corporation pursuant to Article XI Twelve hereof; (b) to add to the covenants of the Company Corporation such further covenants, restrictions or conditions for the protection of the holders of Debentures all or any series of the Securities as the Board of Directors and the Trustee shall consider to be for the protection of the holders of all the Securities or the Securities of any series, as the case may be (and if such Debenturescovenants are to be for the benefit of fewer than all series of Securities, stating that such covenants are expressly being included solely for the benefit of the Securities of such series), and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than 57 50 that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to provide for the issuance under this Indenture of Securities in bearer form, registrable or nonregistrable as to principal and with or without interest coupons, and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities in uncertificated form; (d) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; (e) 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; (f) to provide for the terms and conditions upon which Securities which qualify as capital under rules, regulations, orders, interpretive rulings and guidelines of the Primary Federal Regulator as from time to time in effect may be issued and the terms and characteristics of any such Securities; provided, however, that any such Securities shall be subordinated to Senior Indebtedness as provided in Article Sixteen; provided further, that no such supplemental indenture shall effect any change in any Securities which may at the time be outstanding under this Indenture; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.11 hereof; (h) to provide for the terms and conditions of conversion into Common Stock, securities or other property of the Securities of any series which are convertible into Common Stock, securities or other property to the extent such terms and conditions differ from those set forth in Article Nineteen; (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; or (j) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or any such action supplemental indenture which the Board of Directors may deem necessary or desirable and which shall not materially adversely affect in any material respect the interests interest of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of DebenturesSecurities. 58 51 The Trustee is hereby authorized to join with the Company Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 11.01 may be executed by the Company Corporation and the Trustee without the consent of the holders of any of the Debentures Securities at the time outstanding, notwithstanding any of the provisions of Section 9.211.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, pursuant to Article XI X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities stating that such covenants are expressly being included for the benefit of such series) as the Board of Directors shall consider to be for the protection of the holders of such DebenturesDebt Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the DebenturesDebt Securities of any series; (d) to add to, delete from, or revise the terms of DebenturesDebt Securities of any series, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of DebenturesDebt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities relating to such series as required by Section 2.5 2.07 (for purposes of assuring that no registration of Debentures Debt Securities of a series subject to transfer restrictions is required under the Securities ActAct of 1933, as amended); provided, however, provided that any such action shall not adversely affect the interests of the holders of the Debentures Debt Securities of any series then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures Debt Securities of a series substantially similar to those that were applicable to Capital Securities of the related series shall not be deemed to materially adversely affect the holders of the DebenturesDebt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the DebenturesDebt Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debenturesany series of Debt Securities, or to add to the rights of the holders of Debenturesany series of Debt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.29.02.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may for the Securities of any Series from time to time and at any time may enter into an indenture or indentures supplemental hereto, without which shall conform to the consent provisions of the SecurityholdersTrust Indenture Act as in force at the date of the execution thereof, in form satisfactory to such Trustee, for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Securities of one or more Series or to provide that any of the Company's obligations under any Series of the Securities or this Indenture shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; (b) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, Company pursuant to Article XI hereof9; (bc) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions for the protection of the holders Holders of Debentures as the Board Securities of Directors shall consider any Series and, if such additional covenants are to be for the protection benefit of less than all the holders Series of Securities, stating that such covenants are being added solely for the benefit of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultSeries; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which 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; provided Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and that any such action shall not materially and adversely affect the interests of the holders Holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures)Securities; (e) to establish the form or terms of Securities of any Series as permitted by Sections 2.01 and 2.03; or (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions requirements of Section 9.26.

Supplemental Indentures Without Consent of Securityholders. The Company, Issuer when authorized by by, or pursuant to a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another Person entity to the Company, Issuer or successive successions, and the assumption by the successor Person entity of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereofEight; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the Board of Directors Issuer and the Trustee shall consider to be for the protection benefit of the holders Holders of one or more series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such Debentures, series) or to surrender any right or power herein conferred upon the Issuer; (d) to add additional Events of Default and to make the occurrence, or the occurrence and continuance, of a default in provide with respect thereto for any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period periods 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 for any limitation of the remedies available to the Trustee upon such default; (ce) to provide for the issuance under this Indenture of Securities in bearer form (including Securities registrable as to principal only) with or without interest coupons and to provide for exchangeability of such Securities with the Securities of the same series or Tranche, as the case may be, issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to correct or supplement any provision contained herein herein, in the Securities of any series or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to change or eliminate any provision or to make such other provisions in regard to matters or questions arising under this Indenture; provided that Indenture or under any such action shall not materially adversely affect supplemental indenture as the interests of the holders of the Debentures; (d) to add to, delete from, Issuer may deem necessary or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures desirable and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action which shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect at the holders of the Debentures)time Outstanding; (eg) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.6; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 5.9; (fi) to make add to or change any change (provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities convertible into other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respectsecurities; or (gj) to provide for effectuate the issuance provisions of and establish Section 12.5(b). Upon the form and terms and conditions request of the DebenturesIssuer, to establish accompanied by copies of Resolutions authorizing the form execution of any certifications required to be furnished pursuant to such supplemental indenture, certified by the terms of this Indenture secretary or the Debentures, or to add to the rights assistant secretary of the holders of Debentures. The Issuer, the Trustee is hereby authorized to shall join with the Company Issuer 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, to (but may in its discretion, ) enter into any such supplemental indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company Issuer and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.27.2.

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, however that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities ActAct of 1933, as amended); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment assigment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.. 37

Supplemental Indentures Without Consent of Securityholders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without hereto (which shall conform to the consent provisions of the Securityholders, Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by the any successor Person corporation of the covenants, agreements and obligations of the Company, Company pursuant to Article XI Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the its Board of Directors and the Trustee shall consider to be for the protection of' the Holders of Securities of any or all series, or the holders of coupons appertaining to such DebenturesSecurities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions provisions a default or an Event of Default with respect to any or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, howeverwith such period of grace, that in respect of any if any, and subject to such additional covenant restriction or condition conditions as 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 defaultprovide; (c) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities of any series in bearer form, registrable or not registrable as to principal, and with or without interest coupons, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose, and to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of uncertificated Securities of any series; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture or in the terms of any series of Securities established by action taken pursuant to a Board Resolution which provision may be defective or inconsistent with any other provision contained herein or in any supplemental indentureindenture or in the terms of any series of Securities established by action taken pursuant to a Board Resolution: to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities Indenture as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders Holders of the Debentures then outstanding (it being understood, for purposes any series of this proviso, that transfer restrictions on Debentures substantially similar Securities or any coupons appertaining to those that were applicable to Capital such Securities shall not be deemed to materially adversely affect the holders of the Debentures)in any material respect; (e) to evidence and provide for the acceptance of and appointment hereunder by a successor Trustee trustee with respect to the Debentures Securities of one or mote ▇▇▇ies and to add to or change any of the provisions of this Indenture In denture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;trustee, pursuant to Section 7.11; and (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and or terms and conditions of the Debentures, to establish the form Securities of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debenturesseries as permitted by Sections 2.03 and 2.01. 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 transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not 62 55 be obligated to, but may in its discretion, to enter into any such supplemental indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Debentures Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 9.210.02.

Supplemental Indentures Without Consent of Securityholders. The CompanyIssuer, when authorized by a resolution of its Board Resolutionof Directors certified to the Trustee, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, hereto for one or more of the following purposes: (a) to evidence the succession of another Person corporation to the CompanyIssuer, or successive successions, and the assumption by the successor Person corporation of the covenants, agreements and obligations of the Company, Issuer pursuant to Article XI hereof8; (b) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (c) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (d) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10; (e) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any similar federal statute hereafter enacted; (f) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; (g) to make any change that does not adversely affect the rights of any Holder; (h) as provided by or pursuant to a board resolution or indenture supplemental hereto establishing the terms of one or more series of Securities; (i) to add to the covenants of the Company Issuer such further new covenants, restrictions restrictions, conditions or conditions for the protection of the holders of Debentures provisions as the its Board of Directors shall consider to be for the protection of the holders Holders of such DebenturesSecurities, and with respect to which the Trustee has received an Opinion of Counsel to a similar effect, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions restrictions, conditions or conditions a default or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthDefault; provided, however, that in respect of any such additional covenant restriction covenant, restriction, condition or condition provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such defaultan Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (cj) to cure make any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentureschange, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to choice of law governing this Indenture, any supplemental indenture or change any of the provisions of this Indenture Security, so long as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteeno Securities are Outstanding; (fk) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the provision with respect to conversion rights of any Securityholder in any material respectthe Holders of Securities; or (gl) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by of Securities of a series in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the provisions of this Section 9.1 may be executed by the Company Securities issued hereunder in fully registered form and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2to make all appropriate changes for such purpose.`

Supplemental Indentures Without Consent of Securityholders. The CompanyCompany and the Guarantor, when authorized by a Board ResolutionResolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another Person to the CompanyCompany or the Guarantor, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the CompanyCompany or the Guarantor, pursuant to Article XI hereof; (b) to add to the covenants of the Company or the Guarantor such further covenants, restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however, that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall not be deemed to materially adversely affect the holders of the Debentures); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company and the Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company Company, the Guarantor and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2.. 38