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

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any holders of Securities or couponsSecurities, the Company, when authorized by or pursuant to 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 or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successions, pursuant to Article 11 hereofif any, and the assumption by the any such successor corporation of the covenants, agreements and obligations respective covenants of the Company or any Guarantor herein and in the Securities;Securities contained; or (b2) to add to the covenants of the Company or any Guarantor, if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such further covenants, restrictions, conditions covenants or provisions as its Board the surrender of Directors shall consider such right or power are to be for the protection benefit of the holders less than all series of Securities, and stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make the occurrence, any other provisions with respect to matters or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in questions arising under this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;Indenture; or (c4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture ActTIA, excluding excluding, however, the provisions referred to in Section 316(a)(23 16(a)(2) of the Trust Indenture Act TIA as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted;; or (e5) to modifyestablish any form of Security, eliminate or add as provided in Article II, to any of provide for the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security issuance of any series Outstanding of Securities as provided in Article III and created prior to set forth the terms thereof, and/or to add to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests rights of the holders Holders of the Securities or of any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder;series; or (g) to secure any series of Security; and (h6) to evidence and provide for the acceptance and of appointment hereunder by another corporation as a successor trustee Trustee hereunder with respect to the Securities of 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 trusteeTrustee, pursuant to Section 7.11. The Trustee is hereby authorized 6.11; or (7) to join with add any additional Events of Default in respect of the Company in the execution Securities of any or all series (and if such supplemental indentureadditional 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 (8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if any; or (10) to secure the Securities of any series; or (11) to add Guarantees in respect of any series or all of the Securities; or (12) to make any further appropriate agreements and stipulations which may be therein contained and to accept other change that does not adversely affect the conveyance, transfer, assignment, mortgage or pledge rights of the Holders of any property thereunder, but or all series of Securities; or (13) to make any change necessary to comply with any requirement of the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects Commission in connection with the Trustee’s own rights, duties or immunities under qualification of this Indenture or otherwiseany supplemental indenture under the Trust Indenture Act. No supplemental indenture shall for the purposes identified in clauses (2), (3) or (5) above may be effective as against entered into if to do so would adversely affect the Trustee unless and until rights of the Trustee has duly executed and delivered the sameHolders of Outstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any holders of Securities or couponsSecurities, the Company, when authorized by or pursuant to 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 or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successions, pursuant to Article 11 hereofif any, and the assumption by the any such successor corporation of the covenants, agreements and obligations respective covenants of the Company or any Guarantor herein and in the Securities;Securities contained; or (b2) to add to the covenants of the Company or any Guarantor, if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such further covenants, restrictions, conditions covenants or provisions as its Board the surrender of Directors shall consider such right or power are to be for the protection benefit of the holders less than all series of Securities, and stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make the occurrence, any other provisions with respect to matters or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in questions arising under this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;Indenture; or (c4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture ActTIA, excluding excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act TIA as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted;; or (e5) to modifyestablish any form of Security, eliminate or add as provided in Article II, to any of provide for the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security issuance of any series Outstanding of Securities as provided in Article III and created prior to set forth the terms thereof, and/or to add to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests rights of the holders Holders of the Securities or of any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder;series; or (g) to secure any series of Security; and (h6) to evidence and provide for the acceptance and of appointment hereunder by another corporation as a successor trustee Trustee hereunder with respect to the Securities of 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 trusteeTrustee, pursuant to Section 7.11. The Trustee is hereby authorized 6.11; or (7) to join with add any additional Events of Default in respect of the Company in the execution Securities of any or all series (and if such supplemental indentureadditional 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 (8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if any; or (10) to secure the Securities of any series; or (11) to add Guarantees in respect of any series or all of the Securities; or (12) to make any further appropriate agreements and stipulations which may be therein contained and to accept other change that does not adversely affect the conveyance, transfer, assignment, mortgage or pledge rights of the Holders of any property thereunder, but or all series of Securities; or (13) to make any change necessary to comply with any requirement of the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects Commission in connection with the Trustee’s own rights, duties or immunities under qualification of this Indenture or otherwiseany supplemental indenture under the Trust Indenture Act. No supplemental indenture shall for the purposes identified in clauses (2), (3) or (5) above may be effective as against entered into if to do so would adversely affect the Trustee unless and until rights of the Trustee has duly executed and delivered the sameHolders of Outstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to a Board Resolution, the Guarantor, when authorized by a Board Resolution of the Guarantor (if applicable), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation Person to the CompanyCompany or the Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation Person of the covenants, agreements and obligations of the Company herein and in or the SecuritiesGuarantor pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be the Guarantor for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement Holders of all or any series of Securities, to add any additional Events of Default with respect to all or any series of Securities, or to surrender any right or power conferred upon the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provideCompany or the Guarantor; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedGlobal Securities and to make all appropriate changes for such purpose, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 which may be defective or inconsistent with any other provisions provision contained herein or in any supplemental indentureindenture or in the terms of any series of Securities; 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 such other provisions Indenture or under any supplemental indenture or in the terms of any series of Securities as shall not adversely affect in any material respect the interests of the holders Holders of the any series of Securities or in any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereundermaterial respect; (ge) to secure conform the terms of the Indenture or the Securities of a series or the Guarantee to the description thereof contained in any series prospectus or other offering document or memorandum relating to the offer and sale of Security; andsuch Securities; (hf) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series series, and to add or change any 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 7.11; and (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03. The Trustee is hereby authorized to join with the Company and, if applicable, 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Company, the Guarantor (if applicable) and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or couponsSecurities, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to establish any series of Securities and the form or terms of securities of any series as permitted by Section 2.01 and Section 2.03, including, without limitation, any subordination provisions and any conversion or exchange provisions applicable to Securities that are convertible into or exchangeable for other securities or property, and any deletions from or additions or changes to this Indenture in connection therewith (provided that any such deletions, additions and changes shall not be applicable to any other series of Securities then Outstanding); (d) to add any additional Events of Default with respect to all or change any series of Securities (as shall be specified in such supplemental indenture); (e) to supplement any of the provisions of this Indenture to provide that Bearer Securities may such extent as shall be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or necessary to permit or facilitate the issuance defeasance, covenant defeasance and/or satisfaction and discharge of any series of Securities in uncertificated formpursuant to Article 14, provided that any such action shall not adversely affect the interests of the holders any holder of Securities a Security of any such series or any related coupons other Security in any material respect; (df) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities, registrable or not registrable as to principal; (g) to make provisions with respect to conversion or exchange rights of holders of Securities of any series; (h) in the case of any series of Securities which are convertible into or exchangeable for commodities or for the securities of the Company to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding securities or any merger, consolidation, statutory share exchange or combination of the Company with or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the properties and assets of the Company to any other Person or other similar transactions, if expressly required by the terms of such series of Securities established pursuant to Section 2.03; (i) to add to, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of Securities of any series; (j) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (ek) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (fl) to conform the Indenture or the Securities to the description thereof in the related prospectus, offering memorandum or disclosure document (as provided in an Officer’s Certificate delivered to the Trustee); (m) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (gn) to secure add guarantees with respect to, or to secure, any series of Security; and; (ho) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11; and (p) to make any change to the Securities of any series or to make any other provisions in regard to matters or questions arising under this Indenture that do not adversely affect the legal rights under this Indenture of any holder of Securities of any series issued under this Indenture, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to a Board Resolution, the Guarantor, when authorized by a Board Resolution of the Guarantor (if applicable), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation Person to the CompanyCompany or the Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation Person of the covenants, agreements and obligations of the Company herein and in or the SecuritiesGuarantor pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be the Guarantor for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement Holders of all or any series of Securities, to add any additional Events of Default with respect to all or any series of Securities, or to surrender any right or power conferred upon the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provideCompany or the Guarantor; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedglobal Securities and to make all appropriate changes for such purpose, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 which may be defective or inconsistent with any other provisions provision contained herein or in any supplemental indentureindenture or in the terms of any series of Securities; 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 such other provisions Indenture or under any supplemental indenture or in the terms of any series of Securities as shall not adversely affect in any material respect the interests of the holders Holders of the any series of Securities or in any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereundermaterial respect; (g) to secure any series of Security; and (he) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series series, and to add or change any 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 7.11; (f) to conform the terms of the Indenture or the Securities of a series or the Guarantee to the description thereof contained in any prospectus or other offering document or memorandum relating to the offer and sale of such Securities; and (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03. The Trustee is hereby authorized to join with the Company and, if applicable, 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Company, the Guarantor (if applicable) and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the (a) The Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a1) to evidence the succession of another corporation make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the Companyinterests of the Holders, for the purpose of supplying any omission, curing any ambiguity, or successive successionscuring, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securitiescorrecting or supplementing any defective or inconsistent provision; (b2) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and outstanding created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision or (ii) shall not apply such change or elimination is applicable only to any Security OutstandingSecurities issued after the effective date of such change or elimination; (f3) to cure any ambiguity establish the form of Securities as permitted by Section 2.1 hereof or to correct establish or supplement reflect any provision contained terms of any Security determined pursuant to Section 2.5 hereof; (4) to evidence the succession of another corporation to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; (5) to grant to or in confer upon the Trustee for the benefit of the Holders any supplemental indenture which may be defective additional rights, remedies, powers or inconsistent authority; (6) to permit the Trustee to comply with any other provisions contained herein or in any supplemental indenture; duties imposed upon it by law; (7) to conveyspecify further the duties and responsibilities of, transfer, assign, mortgage or pledge any property and to or with define further the relationships among the Trustee; or , any Authenticating Agent and any paying agent; (8) to make such other provisions in regard add to matters or questions arising under this Indenture, provided such other provisions shall not adversely affect in any material respect the interests covenants of the holders Company for the benefit of the Holders, to add security for the Securities or any related coupons, including provisions necessary to surrender a right or desirable to provide for or facilitate power conferred on the administration of the trusts hereunder; (g) to secure any series of SecurityCompany herein; and (h9) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect make any other change that is not prejudicial to the Securities of one Trustee or more series and to add or change any 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 7.11. Holders. (b) The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No . (c) Any supplemental indenture shall authorized by this Section 12.1 may be effective as against executed by the Company and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 12.2 hereof.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by a resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to Board Resolutionan Issuer Order), and the Trustee may may, from time to time and at any time time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article Nine; (bc) to add to the covenants of the Company Issuer for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) such further covenants, restrictions, conditions or provisions as its Board of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities of any series, and to make the occurrence, or the occurrence and continuance, of a default in complying with any of such additional covenantscovenant, restrictionsrestriction, conditions condition or provisions provision an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; in respect of any such additional covenant, with such period of gracerestriction, if anycondition or provision, and subject to such conditions as such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 as the Issuer may deem necessary or desirable, with respect to matters or questions arising under this Indenture, provided that no such other provisions action shall not adversely affect in any material respect the interests of the holders Holders of the Securities or of any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderseries appertaining thereto; (ge) to secure establish the form and terms of the Securities of any series of Securityas permitted by Sections 2.1 and 2.3; and (hf) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to all as provided in Section 7.116.11. 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, assignment, mortgage or pledge of any property or assets thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time Outstanding, notwithstanding any of the provisions of Section 8.2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereofAct) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, Company and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company herein and in the Securities;; or (b) to add another corporation as the guarantor of the Company’s obligations herein and under the Securities, to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider covenants are to be for the protection benefit of the holders less than all series of Securities, and to make stating that such covenants are expressly being included solely for the occurrence, or the occurrence and continuance, of a default in any benefit of such series) or to surrender any right or power herein conferred upon the Company; or (c) to add any additional covenants, restrictions, conditions or provisions an Event Events of Default permitting the enforcement of with respect to all or any series of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;Securities; or (cd) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may such extent as shall be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or necessary to permit or facilitate the issuance of Securities in uncertificated bearer form, provided that any such action shall registrable or not adversely affect the interests of the holders of registrable as to principal, and with or without interest coupons or to provide for uncertificated (commonly known as “book-entry”) Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add each case on terms satisfactory in form and substance to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted;Trustee; or (e) to modify, change or eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security Outstanding of any series Outstanding and created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding;provision; or (f) 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 provisions contained herein or in any supplemental indenturesecure the Securities; 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder;or (g) to secure establish the form or terms of Securities of any series of Securityas permitted by Sections 2.1 and 2.4; andor (h) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 7.116.11(b); or (i) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to add any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (j) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such . Any supplemental indenture which adversely affects authorized by the Trustee’s own rightsprovisions of this Section may be executed without the consent of the Holders of any of the Securities at the time Outstanding, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against notwithstanding any of the Trustee unless and until the Trustee has duly executed and delivered the sameprovisions of Section 8.2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to a Board Resolution, the Guarantor, when authorized by a Board Resolution of the Guarantor (if applicable), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation Person to the CompanyCompany or the Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation Person of the covenants, agreements and obligations of the Company herein and in or the SecuritiesGuarantor pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be the Guarantor for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement Holders of all or any series of Securities, to add any additional Events of Default with respect to all or any series of Securities, or to surrender any right or power conferred upon the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provideCompany or the Guarantor; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedGlobal Securities and to make all appropriate changes for such purpose, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 which may be defective or inconsistent with any other provisions provision contained herein or in any supplemental indentureindenture or in the terms of any series of Securities; 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 such other provisions Indenture or under any supplemental indenture or in the terms of any series of Securities as shall not adversely affect in any material respect the interests of the holders Holders of the any series of Securities or in any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereundermaterial respect; (ge) to secure conform the terms of the Indenture or the Securities of a series or the Guarantee to the description thereof contained in any series prospectus or other offering document or memorandum relating to the offer and sale of Security; andsuch Securities; (hf) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series series, and to add or change any 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 7.11; (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (h) to amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding. The Trustee is hereby authorized to join with the Company and, if applicable, 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Company, the Guarantor (if applicable) and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by or pursuant to 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for heretofor one or more of the following purposes: (a) to evidence the succession of another corporation to the Companycure any ambiguity, defect or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securitiesinconsistency; (b) to add provide for uncertificated Securities in addition to the covenants or in place of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of certificated Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any provide for the assumption of the provisions Issuer's obligations hereunder to the Holders in the case of this Indenture a merger or consolidation pursuant to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect;Article Nine hereof; or (d) to modify, eliminate make any change that would provide any additional rights or add benefits 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, Holders or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall does not adversely affect in the legal rights hereunder of any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11Holder. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section 8.1 may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time outstanding, notwithstanding any of the provisions of Section 8.2.

Supplemental Indentures Without Consent of Securityholders. Without With respect to the consent Securities to be issued under the Indenture on or after the date of this Third Supplemental Subordinated Indenture, unless any holders such Security is a further issuance of Securities or couponswith the same terms as Securities originally issued prior to the date of this Third Supplemental Subordinated Indenture, the Companyfollowing sentence in Section 8.01 of the Indenture, when authorized by or pursuant to Board Resolutionwhich reads as follows, shall be deleted in its entirety: “The Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article 9; (b) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, Securities or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provideCoupons; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenturedesirable, provided that no such other provisions action shall not adversely affect in any material respect the interests of the holders Holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderCoupons; (gd) to secure establish the forms or terms of Securities of any series or of Securitythe Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and (he) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11. The Trustee is hereby authorized to join 6.11.” and shall be replaced with the Company following: “Subject to the prior consent of the competent supervisory authority in the execution respect of Outstanding Securities of any series, if required under the CRR or other applicable laws and regulations for the recognition of the Securities as Tier 2 capital, the Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 9; (b) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities or Coupons; (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 any further appropriate agreements other provisions as the Issuer may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Securities or Coupons; (d) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and stipulations which may be therein contained 2.03; (e) 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 accept add to or change any of the conveyanceprovisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, transfer, assignment, mortgage or pledge pursuant to the requirements of Section 6.11; and (f) to give effect to any variation to the terms of the Securities as a result of the imposition of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the sameResolution Measure.”

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to Board Resolutionan Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (hereto, which shall conform to the provisions of comply with the Trust Indenture Act of 1939, as then in force at the date of the execution thereof) effect, for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be Issuer for the protection benefit of the holders of SecuritiesHolders, and to make the occurrence, or the occurrence and the continuance, of a default in any of such additional covenants, restrictions, conditions or provisions covenants an Event of Default permitting Default, or to surrender any right or power herein conferred upon the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;Issuer; or (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (hb) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.116.11; or (c) 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; or (d) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or to make any other provisions with respect to such matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders. (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11; and (f) to make any changes to the terms of this Indenture to clarify inconsistencies with the provisions of the prospectus supplement dated October 31, 1996 (which prospectus supplement relates to the Company's Premium Equity Redemption Cumulative Security Units--PERCS Units), including, without limitation, to insert additional provisions inconsistent with any existing provisions hereof. 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 that may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time outstanding, notwithstanding any of the provisions of Section 8.2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of the Securities or coupons, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of the Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of the Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of the Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely or any related coupons affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or couponsNotwithstanding anything else stated in this Indenture, the CompanyIssuer and any Subsidiary Guarantors, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to Board Resolutionan Issuer Order), and the Trustee may from time to time and at any time time, without consent of any Securityholders, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities (and related Guarantees) of one or more series any property or assets; (b) to evidence the succession of another corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article IX; (bc) to add to the covenants of the Company Issuer or the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions as its Board of Directors the Issuer shall consider to be for the protection or benefit of the holders Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenturedesirable, provided provided, that no such other provisions action shall not adversely affect in any material respect the interests of the holders Holders of the Securities or Coupons in any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereundermaterial respect; (ge) to secure establish the forms or terms of Securities of any series or of Security; andthe Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; (hf) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.116.11; (g) to comply with SEC requirements to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (h) to add one or more guarantees under this Indenture or release a guarantee pursuant to the provisions hereof; and (i) to change or eliminate any of the provisions of this Indenture, or to add any new provision to this Indenture, in respect of one or more series of Securities; provided, however, that any such change, elimination or addition shall not apply to any Security Outstanding on the date of such indenture supplemental hereto. The Trustee is hereby authorized to join with the Company Issuer and the Subsidiary Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time outstanding, notwithstanding any of the provisions of Section 8.2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the Company, The Issuer when authorized by or pursuant to 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 (which shall conform to the provisions of the Trust Indenture Act as in force at 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in Issuer, as the Securitiescase may be, pursuant to Article 8; (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 add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions (and if such further 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 series) as its the Board of Directors of the Issuer and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enactedDefault; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect in any material respect the interests of the holders Holders of the Securities in any material respect; (f) to establish the form or terms of Securities of any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderseries as permitted by Section 2.01 and Section 2.07; (g) to secure 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 in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series of Securityin any material respect; and (h) to evidence and provide for add to, change or eliminate any of the acceptance and appointment hereunder by a successor trustee with provisions of this Indenture in respect to the Securities of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to add or change any provisions the benefit of this Indenture as shall be necessary to provide for or facilitate such provision nor (B) modify the administration rights of the trusts hereunder by more than one trustee, pursuant Holder of any such Security with respect to Section 7.11such 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section 7.01 may be effective as against executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02. Promptly after the execution by the Issuer and the Trustee unless and until of any supplemental indenture pursuant to the Trustee has duly executed and delivered provisions of this Section 7.01, the sameIssuer shall mail a notice thereof by first class mail to the Holders of Securities of each series affected thereby at their addresses as they shall appear on the Security Register setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or couponsHolders, the CompanyIssuer, when authorized by or pursuant to a resolution of its Board Resolutionof Directors, 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Companycorporation, partnership, limited liability company, business trust, trust or other legal entity, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation corporation, partnership, limited liability company, business trust, trust or other legal entity of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article Eight; (b) to add to the additional covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and Issuer to make the occurrence, surrender any right or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in power under this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provideIndenture; (c) to add additional Events of Default under this Indenture; (d) to amend or change supplement any of the provisions of provision contained in this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate in any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, supplemental indenture; provided that any no such action shall not amendment or supplement will materially adversely affect the interests of the holders of Securities Holders of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enactedSecurities then Outstanding; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of provide collateral security for any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security OutstandingSecurities; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.115.10; (g) to change any place where principal, premium, if any, and interest shall be payable, Securities may be surrendered for registration of transfer or exchange and notices to the Issuer may be served; (h) to add to or change any of the provisions of this Indenture to such extent as may be necessary to permit or facilitate the issuance of Securities in uncertificated form; or (i) to cure any ambiguity, to correct or supplement any defect or inconsistency or to make any other changes or to add provisions with respect to matters or questions arising under this Indenture or under any supplemental indenture; provided that such other changes or additions to do not adversely affect the interests of the Holders of the Securities in any material respect; (j) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3; or (k) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Nine, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series or any other Outstanding Security in any material respect. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time outstanding, notwithstanding any of the provisions of Section 7.2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely or any related coupons affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereofsuccession, and the assumption by the successor sucessor corporation of the covenants, agreements and obligations of the Company herein and in the Securitiespursuant to Article Ten hereof; (b) to add to the covenants of the Company such further covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions 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 its the Board of Directors and the Trustee shall consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions 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, with however, that in respect of any such period of graceadditional covenant, if any, and subject to such conditions as restriction or condition such supplemental indenture may provideprovide 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 add to or change any of provide for the provisions of issuance under this Indenture to provide that Bearer of Securities may be in coupon form (including Securities registrable as to principal, principal only) and to change or eliminate any restrictions on provide for exchangeability of such Securities with the payment of principal of or any premium or interest on Bearer Securities, Securities issued hereunder in fully registered form and to permit Bearer Securities to be issued in exchange make all appropriate changes for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectpurpose; (d) to modifyconvey, eliminate transfer, assign, mortgage or add pledge to the Trustee as security for the Securities any property or assets which the Company may desire or may be required to convey, transfer, assign, mortgage or pledge in accordance with the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, Section 3.05 or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted10.03; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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, Indenture or to make any other changes hereto; provided that any such other provisions action shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderSecurities; (gf) to secure establish the form or terms of Securities of any series of Securityas permitted by Sections 2.01 and 2.03; and (hg) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.116.11. 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, assignment, mortgage or pledge transfer and assignment 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 's own rights, duties duties, obligations or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section 9.01 may be effective as against executed by the Company and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameholders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyIRSA PC, when authorized by or pursuant to a resolution of the Board Resolutionof Directors of IRSA PC, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform hereto, in form reasonably satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) Trustee, for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add adding to the covenants of the Company IRSA PC such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be are for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Holders of the several remedies provided in this Indenture as herein set forth, with such period Securities of grace, if any, and subject any Series; (b) surrendering any right or power conferred upon IRSA PC hereunder; securing the Securities of any Series pursuant to such conditions as such supplemental indenture may providethe requirements thereof or otherwise; (c) evidencing the succession of another Person to add IRSA PC and the assumption by any such successor of the covenants and obligations of IRSA PC in the Securities and in this Indenture pursuant to Article VIII; (d) establishing the form or change terms of Securities of any new Series as permitted by Sections 2.1 and 2.3; (e) complying with any requirement of the CNV, the Merval and/or the MAE in order to effect and maintain the qualification of this Indenture under Argentine law with such institution; (f) making any modification to conform this Indenture to the “Description of the Notes” in the Offering Memorandum and/or the applicable Pricing Supplement, as the case may be; (g) making any modification which is of a minor or technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in this Indenture or in the Securities of any Series; or (h) making any other modification or granting any waiver or authorization of any breach or proposed breach hereunder of any of the terms and conditions of the Securities of any Series or any other provisions of this Indenture applicable to provide that Bearer Securities may be registrable as to principal, to change or eliminate such Series in any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall manner which does not adversely affect the interests of the holders Holders of Securities of any series or any related coupons such Series in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11. The Trustee is hereby authorized to join with the Company IRSA PC 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, assignment, mortgage or pledge of any property thereunder, but neither the Trustee nor any Agent shall not be obligated to enter into any such supplemental indenture which that adversely affects the Trustee’s own or such Agent’s own rights, duties or immunities under this Indenture or otherwise. No ; provided, however, that no supplemental indenture shall amend, modify or supplement the rights, duties or immunities of any Agent unless executed by such Agent. Any supplemental indenture authorized by the provisions of this Section 7.1 may be effective as against executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.2. Promptly after the execution by IRSA PC and the Trustee unless of any supplemental indenture pursuant to the provisions of this Section 7.1, IRSA PC, at its expense, shall give notice thereof to the Holders of the relevant Series as specified in Section 12.4, and until shall give notice to the Trustee has duly executed CNV, the Merval and delivered the sameMAE, as applicable, setting forth in general terms the substance of such supplemental indenture. Any failure of IRSA PC to give notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by or pursuant to 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article Eight hereof; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its the Board of Directors shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, continuance of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for immediate enforcement upon such an Event of Default or may limit the remedies available to add the Trustee due solely to such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities waive such an Event of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) to cure any ambiguity ambiguity, omission, defect or to correct or supplement any provision inconsistency contained herein or in any supplemental indenture which may be defective or inconsistent with any other provisions contained herein or in any supplemental indenture; to conveythe Securities, 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 IndentureIndenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable; provided, provided however, that the Trustee and the Issuer shall determine such cure or other provisions shall not adversely affect in any material respect the interests of the holders Holders of the Securities or of any related coupons, including provisions necessary or desirable Series then Outstanding in any material respect; (e) to make any other change that does not adversely affect the interests of the Holders of the Securities of any Series then Outstanding in any material respect; (f) to provide for uncertificated Securities in addition to or facilitate the administration in place of the trusts hereundercertificated Securities; (g) to secure modify or supplement this Indenture or any series indenture supplemental hereto in such manner as to permit the qualification thereof under the Trust Indenture Act of Security; andany other similar federal statute hereafter in effect; (h) to evidence and establish the form or terms of a Series of Securities as permitted by Section 2.01; and (i) to provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any that specific provisions of this Indenture as shall be necessary not apply to provide for or facilitate the administration a Series of the trusts hereunder by more than one trustee, pursuant to Section 7.11Securities not previously issued. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section 7.1 may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time Outstanding, notwithstanding any of the provisions of Section 7.2 hereof.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or couponsSecurities, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to establish any series of Securities and the form or terms of securities of any series as permitted by Section 2.01 and Section 2.03, including, without limitation, any subordination provisions and any conversion or exchange provisions applicable to Securities that are convertible into or exchangeable for other securities or property, and any deletions from or additions or changes to this Indenture in connection therewith (provided that any such deletions, additions and changes shall not be applicable to any other series of Securities then Outstanding); (d) to add any additional Events of Default with respect to all or change any series of Securities (as shall be specified in such supplemental indenture); (e) to supplement any of the provisions of this Indenture to provide that Bearer Securities may such extent as shall be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or necessary to permit or facilitate the issuance defeasance, covenant defeasance and/or satisfaction and discharge of any series of Securities in uncertificated formpursuant to Article 14, provided that any such action shall not adversely affect the interests of the holders any holder of Securities a Security of any such series or any related coupons other Security in any material respect; (df) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities, registrable or not registrable as to principal; (g) to make provisions with respect to conversion or exchange rights of holders of Securities of any series; (h) in the case of any series of Securities which are convertible into or exchangeable for commodities or for the securities of the Company to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding securities or any merger, consolidation, statutory share exchange or combination of the Company with or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the properties and assets of the Company to any other Person or other similar transactions, if expressly required by the terms of such series of Securities established pursuant to Section 2.03; (i) to add to, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of Securities of any series; (j) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (ek) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (fl) to conform the Indenture or the Securities to the description thereof in the related prospectus, offering memorandum or disclosure document (as provided in an Officers’ Certificate delivered to the Trustee); (m) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (gn) to secure add guarantees with respect to, or to secure, any series of Security; and; (ho) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11; and (p) to make any change to the Securities of any series or to make any other provisions in regard to matters or questions arising under this Indenture that do not adversely affect the legal rights under this Indenture of any holder of Securities of any series issued under this Indenture, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyIRSA PC, when authorized by or pursuant to a resolution of the Board Resolutionof Directors of IRSA PC, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform hereto, in form reasonably satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) Trustee, for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add adding to the covenants of the Company IRSA PC such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be are for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Holders of the several remedies provided in this Indenture as herein set forth, with such period Securities of grace, if any, and subject any Series; (b) surrendering any right or power conferred upon IRSA PC hereunder; securing the Securities of any Series pursuant to such conditions as such supplemental indenture may providethe requirements thereof or otherwise; (c) evidencing the succession of another Person to add IRSA PC and the assumption by any such successor of the covenants and obligations of IRSA PC in the Securities and in this Indenture pursuant to Article VIII; (d) establishing the form or change terms of Securities of any new Series as permitted by Sections ‎2.1 and ‎2.3; (e) complying with any requirement of the CNV, the Merval and/or the MAE in order to effect and maintain the qualification of this Indenture under Argentine law with such institution; (f) making any modification to conform this Indenture to the “Description of the Notes” in the Offering Memorandum and/or the applicable Pricing Supplement, as the case may be; (g) making any modification which is of a minor or technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in this Indenture or in the Securities of any Series; or (h) making any other modification or granting any waiver or authorization of any breach or proposed breach hereunder of any of the terms and conditions of the Securities of any Series or any other provisions of this Indenture applicable to provide that Bearer Securities may be registrable as to principal, to change or eliminate such Series in any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall manner which does not adversely affect the interests of the holders Holders of Securities of any series or any related coupons such Series in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11. The Trustee is hereby authorized to join with the Company IRSA PC 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, assignment, mortgage or pledge of any property thereunder, but neither the Trustee nor any Agent shall not be obligated to enter into any such supplemental indenture which that adversely affects the Trustee’s own or such Agent’s own rights, duties or immunities under this Indenture or otherwise. No ; provided, however, that no supplemental indenture shall amend, modify or supplement the rights, duties or immunities of any Agent unless executed by such Agent. Any supplemental indenture authorized by the provisions of this Section 7.1 may be effective as against executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of ‎Section 7.2. Promptly after the execution by IRSA PC and the Trustee unless of any supplemental indenture pursuant to the provisions of this Section 7.1, IRSA PC, at its expense, shall give notice thereof to the Holders of the relevant Series as specified in ‎Section 12.4, and until shall give notice to the Trustee has duly executed CNV, the Merval and delivered the sameMAE, as applicable, setting forth in general terms the substance of such supplemental indenture. Any failure of IRSA PC to give notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to Board Resolutionan Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (hereto, which shall conform to the provisions of comply with the Trust Indenture Act of 1939, as then in force at the date of the execution thereof) effect, 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein Issuer pursuant to Article Nine and in to provide for the Securitiesadjustment of conversion rights pursuant to Section 14.6; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenturedesirable, provided that no such other provisions action shall not adversely affect in any material respect the interests of the holders Holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderCoupons; (ge) to secure establish the forms or terms of Securities of any series or of Security; andthe Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; (hf) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.116.11; and (g) to add any provision hereto or remove or change any provision hereof relating to the conversion of any Securities, whether at the option of the Holders or the Issuer or upon the happening of some event or otherwise, provided that no such action shall adversely affect the interest of the Holders of outstanding Securities. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time outstanding, notwithstanding any of the provisions of Section 8.2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by a resolution of its Board of Directors or pursuant any committee of such Board duly authorized to Board Resolutionact on behalf of such Board, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a1) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (2) to evidence the succession of another corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article IX hereof; (b3) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its the Board of Directors or any committee of such Board duly authorized to act on behalf of such Board, shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, continuance of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provideprovide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee due solely to such an 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; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f4) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provisions contained herein or in any supplemental indenture; to conveythe Securities, 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 IndentureIndenture or under any supplemental indenture as the Board of Directors or any committee of such Board duly authorized to act on behalf of such Board, provided such other provisions may deem necessary or desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not adversely affect in any material respect the interests of the holders Holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of SecuritySecurities; and (h5) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one modify or more series and to add or change any provisions of supplement this Indenture or any indenture supplemental hereto in such manner as shall be necessary to provide for or facilitate permit the administration qualification thereof under the Trust Indenture Act of the trusts hereunder by more than one trustee, pursuant to Section 7.11any other similar federal statute hereafter in effect. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section 8.1 may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time Outstanding, notwithstanding any of the provisions of Section 8.2 hereof.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by or pursuant to 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 (which shall conform in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article 9; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 conform this Indenture or any supplemental indenture to matters or questions arising under this Indenture, provided such other provisions shall not adversely affect in any material respect the interests of the holders description of the Securities set forth in any prospectus or any prospectus supplement related coupons, including provisions necessary or desirable to such series of Securities; (e) to provide for or facilitate add guarantors for the administration Securities of one or more series; (f) to establish the trusts hereunderform or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.116.11; (h) to make any other change that is necessary or desirable; provided, that no such action shall adversely affect the interests of the Holders of the Securities in any material respect; (i) to make any change to the Securities of any series so long as no Securities of such series are Outstanding; and (j) to make any other change to the Securities of any series that does not adversely affect the rights of any Holder. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time Outstanding, notwithstanding any of the provisions of Section 8.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or couponssecurityholders, the Company, when authorized by or pursuant to Board Resolution, the Subsidiary Guarantors and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to this Indenture with respect to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) Securities for one or more of the following purposes: (a) to evidence cure any ambiguity, omission, defect or inconsistency herein or in the succession Securities of another corporation any series, as evidenced to the Company, or successive successions, pursuant Trustee in an Officer’s Certificate; (b) to Article 11 hereof, and provide for the assumption by the successor corporation a Successor Company of the covenants, agreements and obligations of the Company herein and or a successor corporation, limited liability company, partnership or similar entity, of the obligations of any Subsidiary Guarantor under the Indenture, the Securities of any series or a Subsidiary Guarantee, as applicable; (c) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (d) to add Subsidiary Guarantees with respect to the Securities of any series in accordance with this Indenture or to secure such Securities; (be) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or to surrender any related coupons in any material respect; (d) to modify, eliminate right or add to power conferred upon the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act Company or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security OutstandingSubsidiary Guarantor; (f) 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 provisions 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 such other provisions shall change that does not adversely affect in any material respect the interests rights of the holders any holder of the Securities or of any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderseries; (g) to secure conform the text of the applicable supplemental indenture or this Indenture, the applicable Securities or any series Subsidiary Guarantee to any provision of Securitythe “Description of the Notes” section of the applicable offering memorandum or prospectus supplement, as the case may be, to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of the applicable supplemental indenture or Indenture, the applicable Securities or such Subsidiary Guarantee; andor (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect make any amendment to the Securities of one or more series and to add or change any provisions of this the Indenture relating to the transfer and legending of the applicable Securities; provided, however, that (1) compliance with the Indenture as shall be necessary to provide for or facilitate so amended would not result in the administration applicable Securities being transferred in violation of the trusts hereunder by more than one trustee, pursuant Securities Act or any other applicable securities law and (2) such amendment does not materially and adversely affect the rights of holders to Section 7.11transfer the applicable Securities. The Trustee is hereby authorized to join with the Company and any Subsidiary 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any holders Notes or any Preferred Shareholders, and without satisfaction of Securities or couponsthe Rating Agency Condition, the CompanyIssuer, the Co-Issuer, when authorized by or pursuant to Board ResolutionResolutions of the Co-Issuers, the Trustee, the Advancing Agent and the Trustee may Note Administrator, 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 or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the parties thereto, for any of the following purposes: (ai) to evidence the succession of another corporation conform this Indenture to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and provisions described in the SecuritiesOffering Memorandum (or any supplement thereto); (bii) to add to the covenants of the Company such further covenants, restrictions, conditions correct any defect or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided ambiguity in this Indenture as herein set forthin order to address any manifest error, with such period omission or mistake in any provision of grace, if any, and subject to such conditions as such supplemental indenture may providethis Indenture; (ciii) to add to or change any of the provisions of conform this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectRating Agency Test Modification; (div) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate modify or add to any of the provisions of this IndentureIndenture any technical, provided administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Benchmark Agent decides, from time to time, may be appropriate to adjust the Benchmark in a manner substantially consistent with or conforming to market practice (or, if the Benchmark Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Benchmark Agent determines that no market practice exists, in such other manner as the Benchmark Agent determines is reasonably necessary); (v) to provide for the Notes of each Class to bear interest based on the applicable Benchmark Replacement from and after the related Benchmark Replacement Date; and/or at the direction of the Benchmark Agent, to make Benchmark Replacement Conforming Changes; (vi) to evidence the succession of any Person to the Issuer or the Co-Issuer and the assumption by any such change successor of the covenants of the Issuer or elimination the Co-Issuer, as applicable, herein and in the Notes; (ivii) shall become effective only when there is no Security of any series Outstanding and created prior to add to the execution covenants of such supplemental indenture that is entitled to the Issuer, the Co-Issuer, the Note Administrator, the Trustee or the Advancing Agent for the benefit of such provision the Holders of the Notes, Preferred Shareholders or (ii) shall not apply to surrender any Security Outstandingright or power herein conferred upon the Issuer or the Co-Issuer, as applicable; (fviii) 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 provisions contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; , or add to make such other provisions in regard to matters the conditions, limitations or questions arising under this Indenturerestrictions on the authorized amount, provided such other provisions shall not adversely affect in any material respect the interests terms and purposes of the holders issue, authentication and delivery of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderNotes; (g) to secure any series of Security; and (hix) to evidence and provide for the acceptance and of appointment hereunder by of a successor trustee with respect to the Securities of one Trustee or more series a successor Note Administrator and to add to or change any of 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 7.11the requirements of Sections 6.9, 6.10 and 6.12 hereof; (x) 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 subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional property to the lien of this Indenture; (xi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption or exclusion from registration under the Securities Act, the Exchange Act or the 1940 Act (including, without limitation, (A) to prevent any Class of Notes from being considered an “ownership interest” under the ▇▇▇▇▇▇▇ Rule or (B) to prevent the Issuer or the Co-Issuer from being considered a “covered fund” under the ▇▇▇▇▇▇▇ Rule) or to remove restrictions on resale and transfer to the extent not required thereunder; (xii) to accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise; (xiii) to take any action commercially reasonably necessary or advisable as required for the Issuer to comply with the requirements of FATCA and the Cayman FATCA Legislation; or to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or from otherwise being treated as a foreign corporation engaged in a trade or business in the United States for U.S. federal income tax purposes, or to prevent the Issuer, the Holders of the Notes, the Holders of the Preferred Shares, or the Trustee from being subject to withholding or other taxes, fees or assessments or from otherwise being subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (xiv) to amend or supplement any provision of the Indenture to the extent necessary to maintain the then-current ratings assigned to the Rated Notes; (xv) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear or Clearstream or otherwise; (xvi) to authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xvii) to evidence changes to applicable laws and regulations, including the Advisers Act and any rules, regulations or interpretive guidance issued or promulgated thereunder; (xviii) to modify, eliminate or add to any of the provisions of this Indenture in the event the U.S. Credit Risk Retention Rules, the EU Securitization Laws or the UK Securitization Framework or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, in order to modify or eliminate the risk retention requirements in the event of such amendment or repeal; provided that in relation to the U.S. Credit Risk Retention Rules, the Trustee has received an opinion of counsel to the effect that the action is consistent with and will not cause a violation of the U.S. Credit Risk Retention Rules, and in relation to the EU Securitization Laws or the UK Securitization Framework, the EU/UK Retention Holder (x) consents thereto and (y) certifies to the Trustee that it has received written legal advice to the effect that the action is consistent with and will not cause a violation of the EU Securitization Laws or the UK Securitization Framework (as applicable); (xix) to reduce the minimum denominations required for transfer of the Notes; provided that such denominations are not reduced below the minimum denomination necessary to maintain an exemption from the registration requirements of the Securities Act or the 1940 Act; (xx) to modify the provisions of this Indenture with respect to reimbursement of Nonrecoverable Interest Advances if the Collateral Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard; (xxi) to modify the procedures set forth in this Indenture relating to compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Collateral Manager, the Note Administrator, the Trustee, any paying agent, the Servicer or the Special Servicer (in each case, without such party’s consent) and would not adversely affect in any material respect the interests of any Noteholder or Holder of the Preferred Shares; provided, further, that the Collateral Manager must provide a copy of any such amendment to the 17g-5 Information Provider for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agencies; (xxii) to make any amendments necessary to effect a change in the Issuer’s jurisdiction of incorporation (whether by merger, continuation, reincorporation, transfer of assets or otherwise); (xxiii) at the direction of 100% of the holders of the Preferred Shares (including any party that shall become the beneficial owner of 100% of the Preferred Shares because of a default under any financing arrangement for which the Preferred Shares are security), modify the provisions of this Indenture to adopt restrictions provided by tax counsel in order to prevent the Issuer from being treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise become subject to U.S. federal withholding tax or U.S. federal income tax on a net income basis; and (xxiv) make such changes (including the removal and appointment of any listing agent, transfer agent, paying agent or other additional registrar in Ireland) as is necessary or advisable in order for the Offered Notes to be or remain listed on an exchange and otherwise to amend the Indenture to incorporate any changes required or requested by governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar fort he Notes in connection therewith. provided that (subject to the further provisions on modification and amendment of this Indenture) such action will not adversely affect the tax treatment of the holders of Notes as indebtedness, constitute an event requiring the beneficial owner of the Offered Notes to recognize gain or loss for U.S. federal income tax purposes or cause the Issuer to be subject to U.S. federal income tax on a net income basis. The Trustee is shall not enter into any such supplemental indenture unless the Trustee and the Note Administrator have received, in addition to such other requirements under the Indenture, a No Trade or Business Opinion from counsel to the Issuer. The Note Administrator and Trustee are each 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, assignment, mortgage or pledge of any property thereundercontained, but the Note Administrator and Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Note Administrator’s or Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against , except to the Trustee unless and until the Trustee has duly executed and delivered the sameextent required by law. (b) [Reserved].

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Bank, when authorized by or pursuant to 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 (which shall conform hereto, in form reasonably satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) Trustee, for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add adding to the covenants of the Company Bank such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be are for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Holders of the several remedies provided in this Indenture as herein set forth, with such period Securities of grace, if any, and subject to such conditions as such supplemental indenture may provideany Series; (b) surrendering any right or power conferred upon the Bank hereunder; (c) securing the Securities of any Series pursuant to add the requirements thereof or otherwise; (d) evidencing the succession of another Person to or change the Bank and the assumption by any such successor of the provisions covenants and obligations of the Bank in the Securities and in this Indenture pursuant to Article VIII; (e) establishing the form or terms of Securities of any new Series as permitted by Sections 2.1 and 2.3; (f) complying with any requirement of the CNV in order to effect and maintain the qualification of this Indenture; (g) complying with any requirements of the SEC in order to qualify this Indenture to provide that Bearer Securities may be registrable as to principalunder the Trust Indenture Act; (h) making any modification which is of a minor or technical nature or correcting or supplementing any ambiguous, to change inconsistent or eliminate any restrictions on defective provision contained in this Indenture or in the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated formany Series, provided that any such action shall modification, correction or supplement will not adversely affect the interests of the holders Holders of the Securities of such Series; or (i) making any other modification or granting any waiver or authorization of any breach or proposed breach hereunder of any of the terms and conditions of the Securities of any Series or any other provisions of this Indenture applicable to such Series in any manner which does not adversely affect the interest of the Holders of Securities of any series or any related coupons such Series in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11. 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 that may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that adversely affects the Trustee’s own or any Agent’s rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.2. Promptly after the execution by the Bank and the Trustee unless of any supplemental indenture pursuant to the provisions of this Section, the Bank at its expense shall give notice thereof to the Holders as specified in Section 12.5, and until to the CNV, setting forth in general terms the substance of such supplemental indenture. If the Bank shall fail to give such notice to the Holders within 15 days after the execution of such supplemental indenture and a Responsible Officer of the Trustee has duly executed shall have notice of such failure, the Trustee shall give notice to the Holders as provided in Section 12.5 and delivered to the sameCNV at the expense of the Bank. Any failure of the Bank or the Trustee to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe ---------------------------------------------------------- Issuer, when authorized by or pursuant to 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convoy, 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article Eight; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect in any material respect the interests of the holders Holders of the Securities or in any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereundermaterial respect; (ge) to secure establish the form or terms of Securities of any series of Securityas permitted by Sections 2.1 and 2.3; and (hf) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same5.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any holders of Securities or coupons, the Company, when authorized by or pursuant to 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 or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company herein and in the Securities;Securities contained; or (b2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any series of Securities and any coupons appertaining thereto (and if such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider covenants are to be for the protection benefit of the holders less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or (3) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, which shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any coupons appertaining thereto; or (4) to secure payment of the Outstanding Securities equally and ratably with certain other liens as and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in extent required by this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;Indenture; or (c5) to add to or change or eliminate any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or interest, if any, on Registered Securities or of principal of (or premium, if any) or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that provided, that, any such action shall not adversely affect the interests of the holders Holders of Outstanding Securities of any series or any related coupons in any material respect;appertaining thereto; or (d6) to modify, 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 included solely for the benefit of such series); or (7) to make any change not otherwise permitted by this Section that does not adversely affect the rights of any Securityholder; or (8) to add or change or eliminate or add to the any provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under or desirable in accordance with the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted;; or (e9) to modify, eliminate or add to any establish the form and terms of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security Securities of any series Outstanding as permitted by Sections 2.01 and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding;3.01; or (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h10) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 7.11. The Trustee 6.11(b); or (11) 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 hereby authorized no Outstanding Security of any series created prior to join with the Company in the execution of any such indenture supplemental indenture, hereto which is entitled to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge benefit of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the sameprovision.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyAPSA, when authorized by or pursuant to 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 (which shall conform hereto, in form reasonably satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) Trustee, for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add adding to the covenants of the Company APSA such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be are for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Holders of the several remedies provided in this Indenture as herein set forth, with such period Securities of grace, if any, and subject to such conditions as such supplemental indenture may provideany Series; (b) surrendering any right or power conferred upon APSA hereunder; (c) securing the Securities of any Series pursuant to add the requirements thereof or otherwise; (d) evidencing the succession of another Person to APSA and the assumption by any such successor of the covenants and obligations of APSA in the Securities and in this Indenture pursuant to Article VIII; (e) establishing the form or change terms of Securities of any new Series as permitted by Sections 2.1 and 2.3; (f) complying with any requirement of the CNV, the BASE and the MAE in order to effect and maintain the qualification of this Indenture; (g) complying with any requirements of the SEC in order to qualify this Indenture under the Trust Indenture Act; (h) making any modification which is of a minor or technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in this Indenture or in the Securities of any Series; or (i) making any other modification or granting any waiver or authorization of any breach or proposed breach hereunder of any of the terms and conditions of the Securities of any Series or any other provisions of this Indenture applicable to provide that Bearer Securities may be registrable as to principal, to change or eliminate such Series in any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall manner which does not adversely affect the interests of the holders Holders of Securities of any series or any related coupons such Series in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11. The Trustee is hereby authorized to join with the Company APSA 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that adversely affects the Trustee’s own or any Agent’s rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.2. Promptly after the execution by APSA and the Trustee unless of any supplemental indenture pursuant to the provisions of this Section, APSA at its expense may give notice thereof to the Holders of the relevant Series as specified in Section 12.5, and until shall give notice to the CNV, the BASE and the MAE, as applicable, setting forth in general terms the substance of such supplemental indenture. Any failure of APSA or the Trustee has duly executed and delivered to give notice, or any defect therein, shall not, however, in any way impair or affect the samevalidity of any such supplemental indenture.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by a Board Resolution of the Company, each Issuer (if applicable), when authorized by Board Resolutions of the Issuers (with respect to any series of Securities for which there is one or pursuant to more co-issuers), each Guarantor (if applicable), when authorized by a Board ResolutionResolution of such Guarantor, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation Person to the Company, a Co-Issuer or a Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation Person of the covenants, agreements and obligations of the Company herein and in the SecuritiesCompany, such Co-Issuer or such Guarantor pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenantsCompany, restrictions, conditions a Co-Issuer or provisions as its Board of Directors shall consider to be a Guarantor for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement Holders of all or any series of Securities, to add any additional Events of Default with respect to all or any series of Securities, or to surrender any right or power conferred upon the several remedies provided in this Indenture as herein set forthCompany, with such period of grace, if any, and subject to such conditions as such supplemental indenture may providea Co-Issuer or a Guarantor; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedGlobal Securities and to make all appropriate changes for such purpose, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 which may be defective or inconsistent with any other provisions provision contained herein or in any supplemental indentureindenture or in the terms of any series of Securities; 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 such other provisions Indenture or under any supplemental indenture or in the terms of any series of Securities as shall not adversely affect in any material respect the interests of the holders Holders of the any series of Securities or in any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereundermaterial respect; (ge) to secure conform the terms of the Indenture or the Securities of a series or the Guarantee to the description thereof contained in any series prospectus or other offering document or memorandum relating to the offer and sale of Security; andsuch Securities; (hf) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series series, and to add or change any 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 7.11. The Trustee is hereby authorized ; and (g) to join with establish the Company in the execution form or terms of Securities of any such supplemental indenture, to make any further appropriate agreements series as permitted by Sections 2.01 and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any holders of the Securities or couponsat the time outstanding, the Company, 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereofAct) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation of the covenants, agreements and obligations of the Company herein and in the Securitiespursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors 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 Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or 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, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture ActSecurities of any series in bearer form, registrable or under any similar federal statute hereafter enactednot registrable as to principal, and with or without interest Coupons, and, if permitted by law, 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 to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 provisions provision contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; indenture or to make such other provisions in regard to matters or questions arising under this Indenture, provided that such other provisions action pursuant to this clause (d) shall not adversely affect in any material respect the interests of the holders Holders of the any series of Securities or any related coupons, including provisions necessary or desirable Coupons appertaining to provide for or facilitate the administration of the trusts hereundersuch Securities; (ge) to secure convey, transfer, assign, mortgage or pledge any series of Security; andproperty to or with the Trustee; (hf) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11; (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; or (h) to change or eliminate any provision of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (ii) shall not apply to any Security outstanding. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the (a) The Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a1) to evidence the succession of another corporation make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the Companyinterests of the Holders, for the purpose of supplying any omission, curing any ambiguity, or successive successionscuring, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securitiescorrecting or supplementing any defective or inconsistent provision; (b2) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and outstanding created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision or (ii) shall not apply such change or elimination is applicable only to any Security OutstandingSecurities issued after the effective date of such change or elimination; (f3) to cure any ambiguity establish the form of Securities as permitted by Section 2.1 hereof or to correct establish or supplement reflect any provision contained terms of any Security determined pursuant to Section 2.5 hereof; (4) to evidence the succession of another corporation to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; (5) to grant to or in confer upon the Trustee for the benefit of the Holders any supplemental indenture which may be defective additional rights, remedies, powers or inconsistent authority; (6) to permit the Trustee to comply with any other provisions contained herein or in any supplemental indenture; duties imposed upon it by law; (7) to conveyspecify further the duties and responsibilities of, transfer, assign, mortgage or pledge any property and to or with define further the relationships among the Trustee; or , any Authenticating Agent and any paying agent; (8) to make such other provisions in regard add to matters or questions arising under this Indenture, provided such other provisions shall not adversely affect in any material respect the interests covenants of the holders Company for the benefit of the Holders, to add security for the Securities or any related coupons, including provisions necessary to surrender a right or desirable to provide for or facilitate power conferred on the administration of the trusts hereunder; (g) to secure any series of SecurityCompany herein; and (h9) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect make any other change that is not prejudicial to the Securities of one Trustee or more series and to add or change any 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 7.11Holders. 45 (b) The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No . (c) Any supplemental indenture shall authorized by this Section 12.1 may be effective as against executed by the Company and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 12.2 hereof.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to Board Resolutionan Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more 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 (1) the succession of another corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereofwhether by merger, and amalgamation, acquisition of assets or capital stock, by operation of law or otherwise, (2) the assumption by the successor corporation of the covenants, agreements and obligations of the Company Issuer pursuant to any applicable covenants herein and pursuant to the terms of the Securities as set forth in Section 2.3 and (3) the Securitiesconversion of the Securities into the capital stock of such successor corporation pursuant to any applicable covenants herein and pursuant to the terms of the Securities as set forth in Section 2.3; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenturedesirable, provided provided, that no such other provisions action shall not adversely affect in any material respect the interests of the holders Holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderCoupons; (ge) to secure establish the forms or terms of Securities of any series or of Securitythe Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; and (hf) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same6.

Supplemental Indentures Without Consent of Securityholders. Without The Issuer and the consent of any holders of Securities or coupons, the CompanyGuarantor, when each is authorized by a resolution of its Board (which resolutions 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 Board Resolutionan Issuer Order or an Officer’s Certificate of the Guarantor, as applicable), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee any property or assets as security for the Securities of one or more series or the Guarantee with respect to the Securities of one or more series; (b) to evidence the merger of the Issuer with and into the Guarantor or the succession of another corporation Person to the CompanyIssuer or the Guarantor, as applicable, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company herein and Issuer or the Guarantor, as applicable, pursuant to ‎Article 9 and/or ‎Article 13, as applicable, and, in the Securitiescase of the merger of the Issuer with and into the Guarantor, to evidence the elimination of the Guarantee; (bc) to add to the covenants of the Company Issuer or the Guarantor such further covenants, restrictions, conditions or provisions as its Board of Directors the Issuer, the Guarantor and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 any other provisions in regard to matters as the Issuer and the Guarantor may deem necessary or questions arising under this Indenturedesirable, provided that no such other provisions action shall not materially adversely affect in any material respect the interests of the holders Holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderCoupons; (ge) to secure add to, change or eliminate any of the provisions of this Indenture in respect of all or any Securities of any series (and if such addition, change or elimination is to apply with respect to less than all Securities of Securityany series, stating that it is expressly being made to apply solely with respect to such Securities within such series); provided that any such addition, change or elimination (a) shall neither (i) apply to any Security issued prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of any Holder of such Security with respect to such provision or (b) shall become effective only when there is no such Security Outstanding; (f) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections ‎2.01 and ‎2.03; and (hg) to evidence and provide for the acceptance and 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 Section 7.11the requirements of ‎Section 6.11. The Trustee is hereby authorized to shall 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time outstanding, notwithstanding any of the provisions of ‎Section 8.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by or pursuant to 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 (which shall conform in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article 9; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 conform this Indenture or any supplemental indenture to matters or questions arising under this Indenture, provided such other provisions shall not adversely affect in any material respect the interests of the holders description of the Securities set forth in any prospectus or any prospectus supplement related coupons, including provisions necessary or desirable to such of Securities; (e) to provide for or facilitate add guarantors for the administration Securities of one or more series; (f) to establish the trusts hereunderform or terms of Securities of any series as permitted by Section 2.01 and Section 2.03; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.115.11; (h) 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; (i) to make any change to the Securities of any series so long as no Securities of such series are Outstanding; and (j) to make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time Outstanding, notwithstanding any of the provisions of Section 8.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to a Board Resolution, the Guarantor, when authorized by a Board Resolution of the Guarantor (if applicable), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation Person to the CompanyCompany or the Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation Person of the covenants, agreements and obligations of the Company herein and in or the SecuritiesGuarantor pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be the Guarantor for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement Holders of all or any series of Securities, to add any additional Events of Default with respect to all or any series of Securities, or to surrender any right or power conferred upon the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provideCompany or the Guarantor; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedGlobal Securities and to make all appropriate changes for such purpose, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 which may be defective or inconsistent with any other provisions provision contained herein or in any supplemental indentureindenture or in the terms of any series of Securities; 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 such other provisions Indenture or under any supplemental indenture or in the terms of any series of Securities as shall not adversely affect in any material respect the interests of the holders Holders of the any series of Securities or in any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereundermaterial respect; (ge) to secure conform the terms of the Indenture or the Securities of a series or the Guarantee to the description thereof contained in any series prospectus or other offering document or memorandum relating to the offer and sale of Securitysuch Securities; and (hf) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series series, and to add or change any 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 7.11; (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03. The Trustee is hereby authorized to join with the Company and, if applicable, 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Company, the Guarantor (if applicable) and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Companies, when authorized by or pursuant to a Board Resolution, the Guarantor, when authorized by a Board Resolution of the Guarantor (if applicable), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation Person to a Company or the CompanyGuarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation Person of the covenants, agreements and obligations of such Company or the Company herein and in the SecuritiesGuarantor pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions Companies or provisions as its Board of Directors shall consider to be the Guarantor for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement Holders of all or any series of Securities, to add any additional Events of Default with respect to all or any series of Securities, or to surrender any right or power conferred upon the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provideCompanies or the Guarantor; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedGlobal Securities and to make all appropriate changes for such purpose, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 which may be defective or inconsistent with any other provisions provision contained herein or in any supplemental indentureindenture or in the terms of any series of Securities; 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 such other provisions Indenture or under any supplemental indenture or in the terms of any series of Securities as shall not adversely affect in any material respect the interests of the holders Holders of the any series of Securities or in any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereundermaterial respect; (ge) to secure conform the terms of the Indenture or the Securities of a series or the Guarantee to the description thereof contained in any series prospectus or other offering document or memorandum relating to the offer and sale of Security; andsuch Securities; (hf) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series series, and to add or change any 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 7.11; (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (h) to amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding. The Trustee is hereby authorized to join with the Company Companies and, if applicable, 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Companies, the Guarantor (if applicable) and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to a Board Resolution, the Guarantor, when authorized by a Board Resolution of the Guarantor (if applicable), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation Person to the CompanyCompany or the Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation Person of the covenants, agreements and obligations of the Company herein and in or the Securities;Guarantor pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be the Guarantor for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement Holders of all or any series of Securities, to add any additional Events of Default with respect to all or any series of Securities, or to surrender any right or power conferred upon the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;Company or the Guarantor; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enactedGlobal Securities and to make all appropriate changes for such purpose, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding;series; (fd) 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 which may be defective or inconsistent with any other provisions provision contained herein or in any supplemental indenture; indenture or in the terms of any series of Securities; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; Trustee; or to make such other provisions in regard to matters or questions arising under this Indenture, provided such other provisions Indenture or under any supplemental indenture or in the terms of any series of Securities as shall not adversely affect in any material respect the interests of the holders Holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; andSecurities in any material respect; (he) to conform the terms of the Indenture or the Securities of a series or the Guarantee to the description thereof contained in any prospectus or other offering document or memorandum relating to the offer and sale of such Securities; (f) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series series, and to add or change any 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 7.117.11; and (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03. The Trustee is hereby authorized to join with the Company and, if applicable, 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Company, the Guarantor (if applicable) and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any holders of the Securities or couponsat the time outstanding, the CompanyCompany and each Guarantor, when authorized by or pursuant to a Board ResolutionResolution of each of them, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereofAct) for one or more of the following purposes: (a) to evidence the succession of another corporation to the CompanyCompany or each Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation of the covenants, agreements and obligations of the Company herein and in the Securitiesor each Guarantor pursuant to Article Eleven hereof; (b) to add to the covenants of the Company or each Guarantor such further covenants, restrictions, conditions or provisions as its Board of Directors 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 Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or 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, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture ActSecurities of any series in bearer form, registrable or under any similar federal statute hereafter enactednot registrable as to principal, and with or without interest Coupons, and, if permitted by law, 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 to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 provisions provision contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; indenture or to make such other provisions in regard to matters or questions arising under this Indenture, provided that such other provisions action pursuant to this clause (d) shall not adversely affect in any material respect the interests of the holders Holders of the any series of Securities or any related coupons, including provisions necessary or desirable Coupons appertaining to provide for or facilitate the administration of the trusts hereundersuch Securities; (ge) to secure convey, transfer, assign, mortgage or pledge any series of Security; andproperty to or with the Trustee; (hf) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11; (g) 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 a Significant Subsidiary to guarantee the obligations of the Company hereunder pursuant to Section 4.07 and Article Fifteen or to evidence the release of any Guarantor pursuant to Section 15.04; or (i) to change or eliminate any provision of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (ii) shall not apply to any Security outstanding. The Trustee is hereby authorized to join with the Company and each 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to Board Resolutiona Company Request), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) Supplemental Indentures for one or more of the following purposes: (aA) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to any applicable covenants herein and pursuant to the terms of the Securities as set forth in the SecuritiesSection 2.3; (bB) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors the Company and the Trustee shall consider to be for the protection of the holders Holders of Securities, Securities and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED, with that in respect of any such additional covenant, restriction, condition or provision such Supplemental Indenture may provide for a particular period of grace, if any, and subject grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such conditions as an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such supplemental indenture may provideseries to waive such an Event of Default; (cC) to add to or change To create any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance series of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture make such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to provided in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted2.3; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (fD) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture Supplemental Indenture which may be defective or inconsistent with any other provisions provision contained herein or in any supplemental indenture; to conveySupplemental Indenture, transfer, assign, mortgage or pledge any property to or with the Trustee; or to make such any other provisions in regard to matters as the Company may deem necessary or questions arising under this Indenturedesirable, provided PROVIDED, that such other provisions action shall not adversely affect the interests of the Holders of the Securities in any material respect as determined by the interests of Trustee (which determination may be based on an Officer's Certificate delivered to the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderTrustee); (g) to secure any series of Security; and (hE) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.116.12; (F) to modify or eliminate any of the terms of this Indenture; PROVIDED, HOWEVER, that in the event any such modification or elimination made in such Supplemental Indenture would materially and adversely affect or diminish the rights of the Holders of any Securities then Outstanding against the Company or its property, it shall expressly be stated in such Supplemental Indenture that any such modifications or eliminations shall become effective only when such Securities are no longer Outstanding; (G) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary or desirable to effect the qualification of this Indenture under the Trust Indenture Act or under any similar federal statute hereafter enacted; (H) to make any change that would provide any additional rights or benefits to the Holders of the Securities; (I) 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 (i) in bearer form, registrable or not registrable as to principal and with or without interest coupons, (ii) in book-entry form, or (iii) in uncertificated form; and (J) to make any change in this Indenture (i) that, in the reasonable judgment of the Trustee, will not materially and adversely affect the rights of Holders, or (ii) for which the Company shall furnish to the Trustee written evidence from at least two (2) nationally recognized statistical rating organizations then rating the Securities (or other obligations primarily secured by Outstanding Securities) that their respective ratings of the Outstanding Securities (or other obligations primarily secured by Outstanding Securities) which are not subject to credit enhancement will not be withdrawn or reduced as a result of the changes in this Indenture effected by such Supplemental Indenture; PROVIDED, HOWEVER, that the provisions of this paragraph may not be used to amend or modify the items listed in paragraph (B) of Section 8.2 in any way that is inconsistent with the provisions of such Section 8.2. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indentureSupplemental Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture Supplemental Indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall Any Supplemental Indenture authorized by the provisions of this Section 8.1 may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time outstanding, notwithstanding any of the provisions of Section 8.2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by or pursuant to 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article Eight hereof; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, continuance of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities waive such an Event of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provisions contained herein or in any supplemental indenture; to conveythe Securities, 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 IndentureIndenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable, provided such other provisions and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not adversely affect in any material respect the interests of the holders Holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of SecuritySecurities; and (he) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one modify or more series and to add or change any provisions of supplement this Indenture or any indenture supplemental hereto in such manner as shall be necessary to provide for permit the qualification thereof under the Trust Indenture Act or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to Section 7.11any other similar federal statute hereafter in effect. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely that affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section 7.1 may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time Outstanding, notwithstanding any of the provisions of Section 7.2 hereof.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyIRSA, when authorized by or pursuant to 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 (which shall conform hereto, in form reasonably satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) Trustee, for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add adding to the covenants of the Company IRSA such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be are for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Holders of the several remedies provided in this Indenture as herein set forth, with such period Securities of grace, if any, and subject to such conditions as such supplemental indenture may provideany Series; (b) surrendering any right or power conferred upon IRSA hereunder; (c) to add to or change any of securing the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series Series pursuant to the requirements thereof or any related coupons in any material respectotherwise; (d) evidencing the succession of another Person to modify, eliminate or add to IRSA and the provisions assumption by any such successor of the covenants and obligations of IRSA in the Securities and in this Indenture pursuant to such extent Article VIII; (e) establishing the form or terms of Securities of any new Series as shall be necessary permitted by Sections 2.1 and 2.3; (f) complying with any requirement of the CNV, the BASE and the MAE in order to effect and maintain the qualification of this Indenture; (g) complying with any requirements of the SEC in order to qualify this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by making any modification which is of a successor trustee with respect to minor or technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in this Indenture or in the Securities of one any Series; or (i) making any other modification or more series granting any waiver or authorization of any breach or proposed breach hereunder of any of the terms and to add conditions of the Securities of any Series or change any other provisions of this Indenture as shall be necessary applicable to provide for or facilitate such Series in any manner which does not adversely affect the administration interest of the trusts hereunder by more than one trustee, pursuant to Section 7.11Holders of Securities of such Series in any material respect. The Trustee is hereby authorized to join with the Company IRSA 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that adversely affects the Trustee’s own or any Agent’s rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.2. Promptly after the execution by IRSA and the Trustee unless of any supplemental indenture pursuant to the provisions of this Section, IRSA at its expense may give notice thereof to the Holders of the relevant Series as specified in Section 12.5, and until shall give notice to the CNV, the BASE and the MAE, as applicable, setting forth in general terms the substance of such supplemental indenture. Any failure of IRSA or the Trustee has duly executed and delivered to give notice, or any defect therein, shall not, however, in any way impair or affect the samevalidity of any such supplemental indenture.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to establish any series of Securities and the form or terms of securities of any series as permitted by Section 2.01 and Section 2.03, including, without limitation, any subordination provisions and any conversion or exchange provisions applicable to Securities that are convertible into or exchangeable for other securities or property, and any deletions from or additions or changes to this Indenture in connection therewith (provided that any such deletions, additions and changes shall not be applicable to any other series of Securities then Outstanding); (e) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); (f) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, covenant defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article 14, provided that any such action shall not adversely affect the interests of any holder of a Security of such series or any other Security in any material respect; (g) to make provisions with respect to conversion or exchange rights of holders of Securities of any series; (h) in the case of any series of Securities which are convertible into or exchangeable for commodities or for the securities of the Company to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding securities or any merger, consolidation, statutory share exchange or combination of the Company with or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the properties and assets of the Company to any other Person or other similar transactions, if expressly required by the terms of such series of Securities established pursuant to Section 2.03; (i) to add to, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of Securities of any series; (j) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (ek) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (fl) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (gm) to secure any series of Security; and; (hn) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11; and (o) to make any change that does not adversely affect the legal rights under this Indenture of any holder of Securities of any series issued under this Indenture. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and; (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11; (i) to establish any series of Securities and the form or terms of securities of any series as permitted by Section 2.01 and Section 2.03, including, without limitation, any subordination provisions and any conversion or exchange provisions applicable to Securities that are convertible into or exchangeable for other securities or property, and any deletions from or additions or changes to this Indenture in connection therewith (provided that any such deletions, additions and changes shall not be applicable to any other series of Securities then Outstanding); (j) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, covenant defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article 14, provided that any such action shall not adversely affect the interests of any holder of a Security of such series or any other Security in any material respect; (k) to make provisions with respect to conversion or exchange rights of holders of Securities of any series; (l) in the case of any series of Securities which are convertible into or exchangeable for commodities or for the securities of the Company to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding securities or any merger, consolidation, statutory share exchange or combination of the Company with or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the properties and assets of the Company to any other Person or other similar transactions, if expressly required by the terms of such series of Securities established pursuant to Section 2.03; (m) to add to, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of Securities of any series; (n) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded; and (o) to make any change that does not adversely affect the legal rights under this Indenture of any holder of Securities of any series issued under this Indenture. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by or pursuant to 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 (which shall conform in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article 9; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 any other provisions in regard to matters as the Board of Directors may deem necessary or questions arising under this Indenturedesirable; provided, provided that no such other provisions action shall not adversely affect in any material respect the interests of the holders Holders of the Securities or Coupons; (e) to establish the form or terms of Securities of any related coupons, including provisions necessary series or desirable of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03 and to provide for or facilitate the administration adjustment of the trusts hereunder; (g) conversion rights pursuant to secure any series of SecuritySection 14.05; and (hf) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same6.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to a Board Resolution, and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to hereto, without the provisions consent of the Trust Indenture Act as in force at the date of the execution thereof) Securityholders, for one or more of the following purposes: (a) to evidence the succession of another corporation Person to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company herein and in the SecuritiesCompany, pursuant to Article XI hereof; (b) to add to the covenants of the Company such further covenants, restrictions, restrictions or conditions or provisions for the protection of the holders of Debt Securities as its the Board of Directors shall consider to be for the protection of the holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions, restrictions 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, with HOWEVER, that in respect of any such period of graceadditional covenant, if any, and subject to such conditions as restriction or condition such supplemental indenture may provideprovide 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 Indenture Trustee upon such default; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 PROVIDED, THAT any such other provisions action shall not adversely affect in any material respect the interests of the holders of the Debt Securities then outstanding; (d) to add to, delete from, or revise the terms of Debt Securities, including, without limitation, any related couponsterms relating to the issuance, exchange, registration or transfer of Debt Securities, including provisions necessary or desirable to provide for or facilitate transfer procedures and restrictions substantially similar to those applicable to the administration Capital Securities, as required by Section 2.09 (for purposes of assuring that no registration of Debt Securities is required under the Securities Act), PROVIDED, that any such action shall not adversely affect the interests of the trusts hereunderholders of the Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debt Securities substantially similar to those applicable to Capital Securities shall not be deemed to adversely affect the holders of the Debt Securities); (g) to secure any series of Security; and (he) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee Indenture Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Section 7.116.11; (f) to qualify or maintain qualification of this Indenture under the Trust Indenture Act; (g) to make any change (other than as elsewhere provided in this Section) that does not adversely affect the rights of any Securityholder in any material respect; or (h) to provide for the issuance of and establish the form and terms and conditions of the Debt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debt Securities, or to add to the rights of the holders of Debt Securities. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Indenture Trustee shall not be obligated to to, but may in its discretion, enter into any such supplemental indenture which adversely affects the Indenture Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section 9.01 may be effective as against executed by the Company and the Indenture Trustee unless and until without the Trustee has duly executed and delivered consent of the sameholders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyIRSA, when authorized by or pursuant to 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 (which shall conform hereto, in form reasonably satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) Trustee, for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add adding to the covenants of the Company IRSA such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be are for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Holders of the several remedies provided in this Indenture as herein set forth, with such period Securities of grace, if any, and subject to such conditions as such supplemental indenture may provideany Series; (b) surrendering any right or power conferred upon IRSA hereunder; (c) to add to or change any of securing the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series Series pursuant to the requirements thereof or any related coupons in any material respectotherwise; (d) evidencing the succession of another Person to modify, eliminate or add to IRSA and the provisions assumption by any such successor of the covenants and obligations of IRSA in the Securities and in this Indenture pursuant to such extent Article VIII; (e) amending the size of the Program or establishing the form, terms or amount of Securities of any new Series as shall be necessary permitted by Sections 2.1 and 2.3; (f) complying with any requirement of the CNV, the BASE and the MAE in order to effect and maintain the qualification of this Indenture; (g) complying with any requirements of the SEC in order to qualify this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by making any modification which is of a successor trustee with respect to minor or technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in this Indenture or in the Securities of one any Series; or (i) making any other modification or more series granting any waiver or authorization of any breach or proposed breach hereunder of any of the terms and to add conditions of the Securities of any Series or change any other provisions of this Indenture as shall be necessary applicable to provide for or facilitate such Series in any manner which does not adversely affect the administration interest of the trusts hereunder by more than one trustee, pursuant to Section 7.11Holders of Securities of such Series in any material respect. The Trustee is hereby authorized to join with the Company IRSA 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that adversely affects the Trustee’s own or any Agent’s rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.2. Promptly after the execution by IRSA and the Trustee unless of any supplemental indenture pursuant to the provisions of this Section, IRSA at its expense may give notice thereof to the Holders of the relevant Series as specified in Section 12.5, and until shall give notice to the CNV, the BASE and the MAE, as applicable, setting forth in general terms the substance of such supplemental indenture. Any failure of IRSA or the Trustee has duly executed and delivered to give notice, or any defect therein, shall not, however, in any way impair or affect the samevalidity of any such supplemental indenture.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by or pursuant to 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article 8; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall reasonably consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture and in the Collateral Agreement as herein and therein set forth; provided that in respect of any such additional covenant, with such period of gracerestriction, if any, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities which period may be registrable as to principal, to change shorter or eliminate any restrictions on longer than that allowed in the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities case of other authorized denominations defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to permit the Trustee upon such an Event of Default or facilitate may limit the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests right of the holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default (for the avoidance of doubt, the Issuer shall not be under any series or obligation to execute any related coupons in any material respect;Supplemental Indenture); and (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered holders of any of the sameSecurities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Supplemental Indentures Without Consent of Securityholders. Section 10.01 of the Base Indenture is superseded in its entirety by this Section 7.1 with respect to, and solely for the benefit of the holders of, the Notes. Without the consent of any holders holder of Securities or couponsthe Notes, the Company, when authorized by or pursuant to Board Resolution, the Subsidiary Guarantors and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to amend the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposesIndenture: (a) to evidence the succession of another corporation cure any ambiguity, omission, defect or inconsistency, as evidenced to the Company, or successive successions, pursuant Trustee in an Officer’s Certificate; (b) to Article 11 hereof, and provide for the assumption by the a Successor Company or a successor corporation Subsidiary Guarantor of the covenants, agreements and obligations of the Company herein and in or any Subsidiary Guarantor, as applicable, under the SecuritiesIndenture, the Notes or a Subsidiary Guarantee, as applicable; (bc) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (d) to add Subsidiary Guarantees with respect to the Notes in accordance with the Indenture or to secure the Notes or the Subsidiary Guarantees; (e) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be the Subsidiary Guarantors for the protection benefit of the holders of Securities, and the Notes or to make surrender any right or power conferred upon the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all Company or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security OutstandingSubsidiary Guarantor; (f) to cure make any ambiguity change that would provide any additional rights or benefits to correct the holder of the Notes or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provisions 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 such other provisions shall that does not adversely affect in any material respect the interests rights of any holder of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderNotes; (g) to secure conform the text of the Indenture, the Notes or any series Subsidiary Guarantee to any provision of Security; andthe “Description of the Notes” section of the Final Offering Memorandum to the extent that such provision in such “Description of the Notes” section of the Final Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture, the Notes or such Subsidiary Guarantee; (h) at the Company’s election, to evidence and provide comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act, if such qualification is required; (i) to make such provisions as necessary for the acceptance issuance of Additional Notes in accordance with the terms of the Indenture; (j) to comply with the rules and appointment hereunder by a successor trustee with respect procedures of any applicable securities depositary; or (k) to make any amendment to the Securities of one or more series and to add or change any provisions of this the Indenture relating to the transfer and legending of Notes; provided, however, that (1) compliance with the Indenture as shall be necessary to provide for or facilitate the administration so amended would not result in Notes being transferred in violation of the trusts hereunder by more than one trustee, pursuant Securities Act or any other applicable securities law and (2) such amendment does not materially and adversely affect the rights of holders of the Notes to Section 7.11transfer Notes. The Trustee is hereby authorized to join with the Company and any Subsidiary 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.. 41

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders the Holders of Securities or couponsthe 2019 Notes, the Company, when authorized by or pursuant to Board Resolution, the Guarantors 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 (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof) ), in form satisfactory to the Trustee, for one or more any of the following purposes: (a) to evidence the succession of another corporation to the CompanyCompany or any Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any such successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities;such Guarantor pursuant to Article 6 and Section 8.04 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions, restrictions or conditions or provisions for the protection of the Holders of the 2019 Notes as its Board of Directors the Company and the Trustee shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Holders of the several remedies provided in this Indenture as 2019 Notes or to surrender any right or power herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;conferred upon the Company; or (c) to add cure any ambiguity, to correct or change supplement any of the provisions of this Indenture to provide that Bearer Securities provision herein which may be registrable as to principalinconsistent with any other provision herein or in any supplemental indenture hereto, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit make any other provisions with respect to matters or facilitate the issuance of Securities in uncertificated form, provided questions arising under this Supplemental Indenture that any such action shall do not adversely affect the interests of the holders Holders of Securities of any series or any related coupons the 2019 Notes in any material respect;; or (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Supplemental Indenture such other provisions as may be expressly permitted by the Trust Indenture ActTIA, excluding excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act TIA as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted;; or (e) to modify, eliminate add guarantors or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior co-obligors with respect to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding;2019 Notes; or (f) 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 provisions contained herein or in any supplemental indenturesecure the 2019 Notes; 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder;or (g) to secure any series add to the rights of Securitythe Holders of the 2019 Notes; andor (h) to evidence and provide for the acceptance and of appointment hereunder by another corporation as a successor trustee Trustee hereunder with respect to the Securities of one or more series 2019 Notes and to add to or change any of the provisions of this Supplemental 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. The Trustee is hereby authorized 6.11 of the Base Indenture; or (i) to join add any additional Events of Default in respect of the 2019 Notes; or (j) to comply with the Company requirements of the Commission in connection with the qualification of this Supplemental Indenture under the TIA; (k) to conform the text of this Supplemental Indenture, the 2019 Notes or the 2019 Note Guarantees to any provision of the “Description of Notes” section of the Company’s Prospectus Supplement dated November 16, 2009, relating to the initial offering of the 2019 Notes, to the extent that such provision in the execution “Description of Notes” was intended to be a verbatim recitation of a provision of this Supplemental Indenture, the 2019 Notes or the Guarantees; or (l) to allow any such supplemental indenture, Guarantor to make any further appropriate agreements and stipulations which may be therein contained and execute a joinder to accept this Supplemental Indenture and/or a 2019 Note Guarantee with respect to the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same2019 Notes.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any holders of Securities or coupons, the Company, when authorized by or pursuant to 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 or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company herein and in the Securities;Securities contained; or (b2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any series of Securities and any coupons appertaining thereto (and if such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider covenants are to be for the protection benefit of the holders less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or (3) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, which shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any coupons appertaining thereto; or (4) to secure payment of the Outstanding Securities equally and ratably with certain other liens as and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in extent required by this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;Indenture; or (c5) to add to or change or eliminate any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or interest, if any, on Registered Securities or of principal of (or premium, if any) or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that provided, that, any such action shall not adversely affect the interests of the holders Holders of Outstanding Securities of any series or the coupons, if any, appertaining thereto; or (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 included solely for the benefit of such series); or (7) to make any change not otherwise permitted by this Section that does not adversely affect the rights of any Securityholder; or (8) 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 or any related coupons in any material respect;as permitted by Sections 2.01 and 3.01; or (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h10) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 7.11. The Trustee 6.11(b); or (11) 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 hereby authorized no Outstanding Security of any series created prior to join with the Company in the execution of any such indenture supplemental indenture, hereto which is entitled to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge benefit of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the sameprovision.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the Company, The Company when authorized by or pursuant to 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one 1 or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securitiespursuant to Article Ten hereof; (b) to add to the covenants of the Company such further covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions 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 its the Board of Directors and the Trustee shall consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions 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, with however, that in respect of any such period of graceadditional covenant, if any, and subject to such conditions as restriction or condition such supplemental indenture may provideprovide 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 add to or change any of provide for the provisions of issuance under this Indenture to provide that Bearer of Securities may be in coupon form (including Securities registrable as to principal, principal only) and to change or eliminate any restrictions on provide for exchangeability of such Securities with the payment of principal of or any premium or interest on Bearer Securities, Securities issued hereunder in fully registered form and to permit Bearer Securities to be issued in exchange make all appropriate changes for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectpurpose; (d) to modify, eliminate or add secure the Securities pursuant to the provisions requirements of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, Section 10.03 or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted;otherwise; or (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 other provisions action shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderSecurities; (gf) to secure establish the form or terms of Securities 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 SecuritySecurities issued in whole or in part in the form of one or more global Securities and the payment of any principal thereof, or interest or premium, if any, thereon; and (hg) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.116.11. 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, assignment, mortgage or pledge transfer and assignment 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 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section 9.01 may be effective as against executed by the Company and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameholders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by or pursuant a resolution of its Board of Directors certified to Board Resolutionthe Trustee, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article 8; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect in any material respect the interests of the holders Holders of the Securities or in any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereundermaterial respect; (gc) to secure establish the form or terms of Securities of any series of Security; andas permitted by Sections 2.01 and 2.03; (hd) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.115.10; (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 Issuer such new covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the Holders of Securities, 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 such additional covenants, restrictions, conditions or provisions an Event of Default; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (j) to make any change, including, without limitation, with respect to the choice of law governing this Indenture, any supplemental indenture or any Security, so long as no Securities are Outstanding; (k) to make provision with respect to conversion rights of the Holders of Securities; or (l) to provide for the issuance under this Indenture 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 Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by or pursuant to 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 (which shall conform in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article 9; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 conform this Indenture or any supplemental indenture to matters or questions arising under this Indenture, provided such other provisions shall not adversely affect in any material respect the interests of the holders description of the Securities set forth in any prospectus or any prospectus supplement related coupons, including provisions necessary or desirable to provide for or facilitate the administration such series of the trusts hereunderSecurities; (ge) to secure establish the form or terms of Securities of any series of Security; andas permitted by Sections 2.01 and 2.03; (hf) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.116.11; (g) 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; (h) to make any change to the Securities of any series so long as no Securities of such series are Outstanding; and (i) to make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect. 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time Outstanding, notwithstanding any of the provisions of Section 8.02.

Supplemental Indentures Without Consent of Securityholders. Without With respect to the consent Capital Securities to be issued under the Indenture on or after the date of this Second Supplemental Capital Securities Indenture, unless any holders such Capital Security is a further issuance of Capital Securities or couponswith the same terms as Capital Securities originally issued prior to the date of this Second Supplemental Capital Securities Indenture, the Companyfollowing sentence in Section 8.01 of the Indenture, when authorized by or pursuant to Board Resolutionwhich reads as follows, shall be deleted in its entirety: “The Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article 9; (b) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, Capital Securities or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provideCoupons; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenturedesirable, provided that no such other provisions action shall not adversely affect in any material respect the interests of the holders Holders of the Capital Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderCoupons; (gd) to secure establish the forms or terms of Capital Securities of any series or of Securitythe Coupons appertaining to such Capital Securities as permitted by Sections 2.01 and 2.03; and (he) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Capital Securities of one or more series and to add to or change any of the provisions of this Capital Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11. The Trustee is hereby authorized to join 6.11.” and shall be replaced with the Company following: “Subject to the prior consent of the competent supervisory authority in the execution respect of Outstanding Capital Securities of any series, if required under the CRR or other applicable laws and regulations for the recognition of the Capital Securities as Additional Tier 1 capital, the Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 9; (b) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Capital Securities or Coupons; (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 any further appropriate agreements other provisions as the Issuer may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Capital Securities or Coupons; (d) to establish the forms or terms of Capital Securities of any series or of the Coupons appertaining to such Capital Securities as permitted by Sections 2.01 and stipulations which may be therein contained 2.03; (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Capital Securities of one or more series and to accept add to or change any of the conveyanceprovisions of this Capital Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, transfer, assignment, mortgage or pledge pursuant to the requirements of Section 6.11; and (f) to give effect to any variation to the terms of the Capital Securities as a result of the imposition of any property thereunderResolution Measure. As used in this Section 8.01, but Resolution Measure shall have the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects meaning set forth in the Trustee’s own rights, duties or immunities under this Second Supplemental Capital Securities Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the samedated .”

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the Company(1) The Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to Board Resolutionan Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of comply with the Trust Indenture Act of 1939, as then in force at the date of the execution thereof) effect, 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article IX; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED, with that in respect of any such period of graceadditional covenant, if anyrestriction, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (cwhich period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to add to the Trustee upon such an Event of Default or change any may limit the right of the provisions Holders of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on a majority in aggregate principal amount of the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or such series to permit or facilitate the issuance waive such an Event of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 any other provisions in regard to matters as the Issuer may deem necessary or questions arising under this Indenturedesirable, provided PROVIDED that no such other provisions action shall not adversely affect in any material respect the interests of the holders Holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderCoupons; (ge) to secure establish the forms or terms of Securities of any series or of Securitythe Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; and (hf) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 7.11. 6.11. (2) 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No . (3) Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the Trustee unless and until consent of the Trustee has duly executed and delivered Holders of any of the sameSecurities at the time outstanding, notwithstanding any of the provisions of Section 8.2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyIRSA, when authorized by or pursuant to 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 (which shall conform hereto, in form reasonably satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) Trustee, for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; (b) to add adding to the covenants of the Company IRSA such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be are for the protection benefit of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Holders of the several remedies provided in this Indenture as herein set forth, with such period Securities of grace, if any, and subject to such conditions as such supplemental indenture may provideany Series; (b) surrendering any right or power conferred upon IRSA hereunder; (c) securing the Securities of any Series pursuant to add the requirements thereof or otherwise; 11924629 (d) evidencing the succession of another Person to or change IRSA and the assumption by any such successor of the provisions covenants and obligations of IRSA in the Securities and in this Indenture pursuant to provide that Bearer Securities may be registrable as to principal, to change Article VIII; (e) amending the size of the Program or eliminate any restrictions on establishing the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders terms or amount of Securities of any series or any related coupons in any material respectnew Series as permitted by Sections 2.1 and 2.3; (df) to modifycomplying with any requirement of the CNV, eliminate or add to the provisions of this Indenture to such extent as shall be necessary BASE and the MAE in order to effect and maintain the qualification of this Indenture; (g) complying with any requirements of the SEC in order to qualify this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and appointment hereunder by making any modification which is of a successor trustee with respect to minor or technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in this Indenture or in the Securities of one any Series; or (i) making any other modification or more series granting any waiver or authorization of any breach or proposed breach hereunder of any of the terms and to add conditions of the Securities of any Series or change any other provisions of this Indenture as shall be necessary applicable to provide for or facilitate such Series in any manner which does not adversely affect the administration interest of the trusts hereunder by more than one trustee, pursuant to Section 7.11Holders of Securities of such Series in any material respect. The Trustee is hereby authorized to join with the Company IRSA 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which that adversely affects the Trustee’s own or any Agent’s rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.2. Promptly after the execution by IRSA and the Trustee unless of any supplemental indenture pursuant to the provisions of this Section, IRSA at its expense may give notice thereof to the Holders of the relevant Series as specified in Section 12.5, and until shall give notice to the CNV, the BASE and the MAE, as applicable, setting forth in general terms the substance of such supplemental indenture. Any failure of IRSA or the Trustee has duly executed and delivered to give notice, or any defect therein, shall not, however, in any way impair or affect the samevalidity of any such supplemental indenture.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders the Holders of Securities or couponsthe 2021 Notes, the Company, when authorized by or pursuant to Board Resolution, the Guarantors 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 (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof) ), in form satisfactory to the Trustee, for one or more any of the following purposes: (a) to evidence the succession of another corporation to the CompanyCompany or any Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any such successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities;such Guarantor pursuant to Article 6 and Section 8.04 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions, restrictions or conditions or provisions for the protection of the Holders of the 2021 Notes as its Board of Directors the Company and the Trustee shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any Holders of the several remedies provided in this Indenture as 2021 Notes or to surrender any right or power herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;conferred upon the Company; or (c) to add cure any ambiguity, to correct or change supplement any of the provisions of this Indenture to provide that Bearer Securities provision herein which may be registrable as to principalinconsistent with any other provision herein or in any supplemental indenture hereto, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit make any other provisions with respect to matters or facilitate the issuance of Securities in uncertificated form, provided questions arising under this Supplemental Indenture that any such action shall do not adversely affect the interests of the holders Holders of Securities of any series or any related coupons the 2021 Notes in any material respect;; or (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Supplemental Indenture such other provisions as may be expressly permitted by the Trust Indenture ActTIA, excluding excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act TIA as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted;; or (e) to modify, eliminate add guarantors or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior co-obligors with respect to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding;2021 Notes; or (f) 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 provisions contained herein or in any supplemental indenturesecure the 2021 Notes; 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder;or (g) to secure any series add to the rights of Securitythe Holders of the 2021 Notes; andor (h) to evidence and provide for the acceptance and of appointment hereunder by another corporation as a successor trustee Trustee hereunder with respect to the Securities of one or more series 2021 Notes and to add to or change any of the provisions of this Supplemental 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. The Trustee is hereby authorized 6.11 of the Base Indenture; or (i) to join add any additional Events of Default in respect of the 2021 Notes; or (j) to comply with the Company requirements of the Commission in connection with the qualification of this Supplemental Indenture under the TIA; (k) to conform the text of this Supplemental Indenture, the 2021 Notes or the 2021 Note Guarantees to any provision of the “Description of Notes” section of the Company’s Prospectus Supplement dated November 8, 2011, relating to the initial offering of the 2021 Notes, to the extent that such provision in the execution “Description of Notes” was intended to be a verbatim recitation of a provision of this Supplemental Indenture, the 2021 Notes or the Guarantees; or (l) to allow any such supplemental indenture, Guarantor to make any further appropriate agreements and stipulations which may be therein contained and execute a joinder to accept this Supplemental Indenture and/or a 2021 Note Guarantee with respect to the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same2021 Notes.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: : 61 54 (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation of the covenants, agreements and obligations of the Company herein and in the Securities; pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors 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 Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or 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, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; ; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture ActSecurities of any series in bearer form, registrable or under any similar federal statute hereafter enactednot 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 to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or series; (ii) shall not apply to any Security Outstanding; (fd) 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 provisions 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 such other provisions Indenture as shall not adversely affect in any material respect the interests of the holders Holders of the any series of Securities or any related coupons, including provisions necessary or desirable coupons appertaining to provide for or facilitate the administration of the trusts hereunder; such Securities in any material respect; (g) to secure any series of Security; and (he) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11; and (f) to establish the form or terms of Securities of any series 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not 62 55 be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Company and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02. SECTION 10.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any holders of Securities Notes or couponsany Income Notes, the CompanyIssuer, the Co-Issuer, when authorized by or pursuant to Board ResolutionResolutions, and the Trustee may Trustee, with the written consent of each Hedge Counterparty, the Upfront Swap Counterparty and each Synthetic Asset 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 or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation Person to the Company, Issuer or successive successions, pursuant to Article 11 hereof, the Co-Issuer and the assumption by the any such successor corporation Person of the covenants, agreements and obligations covenants of the Company Issuer or the Co-Issuer herein and in the SecuritiesNotes; (b) to add to the covenants of the Company such further covenantsIssuer, restrictions, conditions the Co-Issuer or provisions as its Board of Directors shall consider to be the Trustee for the protection benefit of the holders Holders of Securitiesthe Notes, Income Noteholders, any Hedge Counterparty and the Upfront Swap 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, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provideCo-Issuer; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; , or add to make such other provisions in regard to matters the conditions, limitations or questions arising under this Indenturerestrictions on the authorized amount, provided such other provisions shall not adversely affect in any material respect the interests terms and purposes of the holders issue, authentication and delivery of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderNotes; (g) to secure any series of Security; and (hd) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to Section 7.11the 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 modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) 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 required thereunder; (g) to accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of the Depository or otherwise; (h) otherwise to correct any inconsistency or cure any ambiguity or mistake; (i) to prevent the Issuer, the Noteholders, the Income Noteholders or the Trustee from being subject to withholding or other taxes, fees or assessments or to prevent the Issuer from failing to be treated as a Qualified REIT Subsidiary or as a foreign corporation that will not be 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 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 (j) to conform this Indenture to the provisions described in the Offering Memorandum dated March 29, 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, assignment, mortgage or pledge of any property thereundercontained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. No If MBIA is the Controlling Class, the Trustee shall not enter into any such supplemental indenture without prior consent of MBIA. If any Class of Notes is Outstanding and rated by a Rating Agency, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition is satisfied with respect thereto. 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, each Hedge Counterparty and the Upfront Swap Counterparty a copy of any proposed supplemental indenture at least 15 days prior to the execution thereof by the 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 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 Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to such Rating Agency, each Hedge Counterparty and the Upfront Swap Counterparty a copy of the 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 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 Income Notes so affected have approved such supplemental indenture. The Trustee shall be effective as against entitled to rely upon an Officer’s Certificate of the Collateral Manager and the receipt of notice that the Rating Agency Condition has been satisfied with respect to S&P and Fitch 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. Furthermore, the Trustee shall not enter into any such supplemental indenture unless and until the Trustee has duly executed received advice from 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 delivered will not be considered a significant modification resulting in an exchange for purposes of section 1.1001-3 of the sameU.S. Treasury regulations, and (ii) the proposed modification will not cause the Issuer to (A) fail to be treated as a Qualified REIT Subsidiary or (B) if (A) is not applicable, be treated as engaged in a U.S. trade or business or otherwise subject to U.S. federal income tax on a net income tax basis.

Supplemental Indentures Without Consent of Securityholders. Without The Company and the consent of any holders of Securities or coupons, the CompanyGuarantor, when authorized by or pursuant to Board ResolutionResolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to hereto, without the provisions consent of the Trust Indenture Act as in force at the date of the execution thereof) Securityholders, for one or more of the following purposes: (a) to evidence the succession of another corporation to the CompanyCompany or the Guarantor, as the case may be, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in or the SecuritiesGuarantor, as the case may be, pursuant to Article XI hereof; (b) to add to the covenants of the Company or the Guarantor such further covenants, restrictions, restrictions or conditions or provisions for the protection of the holders of Debt Securities as its the Board of Directors shall consider to be for the protection of the holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions, restrictions 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, with however, that in respect of any such period of graceadditional covenant, if any, and subject to such conditions as restriction or condition such supplemental indenture may provideprovide 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 add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 provided, that any such other provisions action shall not adversely affect in any material respect the interests of the holders of the Debt Securities then outstanding; (d) to add to, delete from, or revise the terms of Debt Securities, including, without limitation, any related couponsterms relating to the issuance, exchange, registration or transfer of Debt Securities, including provisions necessary or desirable to provide for or facilitate transfer procedures and restrictions substantially similar to those applicable to the administration Capital Securities, as required by Section 2.05 (for purposes of assuring that no registration of Debt Securities is required under the Securities Act of 1933, as amended), provided, that any such action shall not adversely affect the interests of the trusts hereunderholders of the Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debt Securities substantially similar to those applicable to Capital Securities shall not be deemed to adversely affect the holders of the Debt Securities); (g) to secure any series of Security; and (he) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 7.116.10; (f) to make any change (other than as elsewhere provided in this Section) 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 Debt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debt Securities, or to add to the rights of the holders of Debt Securities. 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, assignment, mortgage or pledge transfer and assignment 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. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Company, the Guarantor and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameholders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to a resolution of its Board Resolutionof Trustees, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as it shall be in force at the date of the execution thereofof such indenture or indentures) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation Successor of the covenants, agreements and obligations of the Company herein and in the Securitiespursuant to Article Eleven; (b) to add to the covenants and agreements of the Company such further covenants, restrictionsagreements, restrictions or conditions for the protection of the holders of the Securities of all or provisions any series as its Board of Directors Trustees and the Trustee shall consider to be for the protection of the holders of Securities of such series (and if such covenants, agreements, restrictions or conditions are to be for the benefit of less than all series of Securities, stating that such covenants, agreements, restrictions or conditions are expressly being included for the benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictionsagreements, restrictions 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, with however, that in respect of any such period of graceadditional covenant, if anyagreement, and subject to such conditions as restriction or condition such supplemental indenture may provideprovide 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 2.15.1 immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of Securities to waive such default; (c) to add add, delete or modify any Events of Default with respect to all or change any series of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, the form and terms of which are being established pursuant to permit Bearer Securities such supplemental indenture as permitted in Sections 2.01, 2.02 and 2.03 (and, if any such event of default is applicable to be issued in exchange for Registered fewer than all such series of the Securities, specifying the series to permit Bearer Securities which such event of default is applicable), and to be issued in exchange for Bearer Securities specify the rights and remedies of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of Trustee and the holders of such Securities of any series or any related coupons in any material respectconnection therewith; (d) to modifyprohibit the authentication and delivery of additional series of Securities, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other Indenture as shall not be inconsistent with the provisions of this Indenture or any supplemental indenture and shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderSecurities; (ge) to secure establish the form and terms of the Securities of any series as permitted in Sections 2.01, 2.02 and 2.03, or to authorize the issuance of Securityadditional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; and (hf) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11. 7.10. 2.15.1 The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture authorized by the provisions of this Section shall be effective as against executed by the Company and the Trustee unless and until shall not require the Trustee has duly executed and delivered consent of the sameholders of any of the Securities at the time outstanding, notwithstanding Section 10.02.

Supplemental Indentures Without Consent of Securityholders. Without With respect to the consent Capital Securities to be issued under the Indenture on or after the date of this Second Supplemental Capital Securities Indenture, unless any holders such Capital Security is a further issuance of Capital Securities or couponswith the same terms as Capital Securities originally issued prior to the date of this Second Supplemental Capital Securities Indenture, the Companyfollowing sentence in Section 8.01 of the Indenture, when authorized by or pursuant to Board Resolutionwhich reads as follows, shall be deleted in its entirety: “The Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article 9; (b) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, Capital Securities or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provideCoupons; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 any other provisions in regard to matters as the Table of Contents Issuer may deem necessary or questions arising under this Indenturedesirable, provided that no such other provisions action shall not adversely affect in any material respect the interests of the holders Holders of the Capital Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunderCoupons; (gd) to secure establish the forms or terms of Capital Securities of any series or of Securitythe Coupons appertaining to such Capital Securities as permitted by Sections 2.01 and 2.03; and (he) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Capital Securities of one or more series and to add to or change any of the provisions of this Capital Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 7.11. The Trustee is hereby authorized to join 6.11.” and shall be replaced with the Company following: “Subject to the prior consent of the competent supervisory authority in the execution respect of Outstanding Capital Securities of any series, if required under the CRR or other applicable laws and regulations for the recognition of the Capital Securities as Additional Tier 1 capital, the Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article 9; (b) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Capital Securities or Coupons; (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 any further appropriate agreements and stipulations which other provisions as the Issuer may be therein contained and deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Capital Securities or Coupons; (d) to accept establish the conveyance, transfer, assignment, mortgage forms or pledge terms of Capital Securities of any property thereunder, but series or of the Trustee shall not be obligated Coupons appertaining to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No supplemental indenture shall be effective Capital Securities as against the Trustee unless permitted by Sections 2.01 and until the Trustee has duly executed and delivered the same.2.03;

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to a Board Resolution, the Parent Guarantor, when authorized by a Board Resolution of the Parent Guarantor, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: (a) to evidence the succession of another corporation to the CompanyCompany or the Parent Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation of the covenants, agreements and obligations of the Company herein and in or the SecuritiesParent Guarantor, pursuant to Article Eleven hereof; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be the Parent Guarantor for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement Holders of all or any series of Securities, or the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject coupons appertaining to such conditions as Securities, to add any additional Events of Default with respect to all or any series of Securities, or the coupons appertaining to such supplemental indenture may provideSecurities, or to surrender any right or power conferred upon the Company or the Parent Guarantor; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture Actglobal Securities or Securities of any series in bearer form, registrable or under any similar federal statute hereafter enactednot registrable as to principal, and with or without interest coupons, and to provide for exchangeability of such Securities with Registered Securities issued hereunder and to make all appropriate changes for such purpose, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 which may be defective or inconsistent with any other provisions provision contained herein or in any supplemental indentureindenture or in the terms of any series of Securities; 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 such other provisions Indenture or under any supplemental indenture or in the terms of any series of Securities as shall not adversely affect in any material respect the interests of the holders Holders of the any series of Securities or any related coupons, including provisions necessary or desirable coupons appertaining to provide for or facilitate the administration of the trusts hereundersuch Securities in any material respect; (g) to secure any series of Security; and (he) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11; (f) to establish the form or terms of Securities of any series as permitted by Sections 2.03 and 2.01; and (g) to provide for the terms and conditions of conversion into Common Stock of the Securities of any series which are convertible into Common Stock, if different from those set forth in Article 14. The Trustee is hereby authorized to join with the Company and the Parent 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Company, the Parent Guarantor and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the The Company, when authorized by or pursuant to the resolutions of the Board Resolutionof Directors, the Guarantor and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency with any other provision contained herein or in any supplemental indenture; (b) to evidence the succession of another corporation Person to the CompanyCompany or the Guarantor, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation Person of the covenants, agreements and obligations of the Company herein and in or the Guarantor, as applicable pursuant to Article 10; (c) to add guarantees with respect to the Securities; (bd) to secure the Securities; (e) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be the Guarantor for the protection benefit of the holders of Securities, Securities (and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions covenants 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, with such period of grace, if any, and subject ) or to such conditions as such supplemental indenture may providesurrender any right or power conferred upon the Company or the Guarantor by this Indenture; (cf) to add make any changes or modifications to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of qualify this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (h) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee Trustee with respect to the Securities Securities; or (h) to make any change that does not materially adversely affect the rights of one or more series and any holder of the Securities, provided that any amendment made solely to add or change any conform the provisions of this Indenture as shall be necessary or the Securities to provide for or facilitate the administration description of the trusts hereunder Securities in the Offering Memorandum will not be deemed to materially adversely affect the rights of any holder. Upon the written request of the Company, accompanied by more than one trusteea copy of the resolutions of the Board of Directors certified by its Secretary or any Assistant Secretary authorizing the execution of any supplemental indenture, pursuant to Section 7.11. The the Guarantor and the Trustee each 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, assignment, mortgage or pledge transfer and assignment 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 that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section 9.01 may be effective as against executed by the Company, the Guarantor and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameholders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Securityholders. Without The Company and the consent of any holders of Securities or coupons, the CompanyGuarantor, when authorized by or pursuant to Board ResolutionResolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to hereto, without the provisions consent of the Trust Indenture Act as in force at the date of the execution thereof) Securityholders, for one or more of the following purposes: (a) to evidence the succession of another corporation to the CompanyCompany or the Guarantor, as the case may be, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in or the SecuritiesGuarantor, as the case may be, pursuant to Article XI hereof; (b) to add to the covenants of the Company or the Guarantor such further covenants, restrictions, restrictions or conditions or provisions for the protection of the holders of Debt Securities as its the Board of Directors shall consider to be for the protection of the holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions, restrictions 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, with however, that in respect of any such period of graceadditional covenant, if any, and subject to such conditions as restriction or condition such supplemental indenture may provideprovide 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 add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 provided, that any such other provisions action shall not adversely affect in any material respect the interests of the holders of the Debt Securities then outstanding; (d) to add to, delete from, or revise the terms of Debt Securities, including, without limitation, any related couponsterms relating to the issuance, exchange, registration or transfer of Debt Securities, including provisions necessary or desirable to provide for or facilitate transfer procedures and restrictions substantially similar to those applicable to the administration Capital Securities, as required by Section 2.05 (for purposes of assuring that no registration of Debt Securities is required under the Securities Act of 1933, as amended), provided, that any such action shall not adversely affect the interests of the trusts hereunderholders of the Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debt Securities substantially similar to those applicable to Capital Securities shall not be deemed to adversely affect the holders of the Debt Securities); (g) to secure any series of Security; and (he) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series Trustee and to add .add to or change any of 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 7.116.10; (f) to make any change (other than as elsewhere provided in this Section) 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 Debt Securities, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or the Debt Securities, or to add to the rights of the holders of Debt Securities. 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, assignment, mortgage or pledge transfer and assignment 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 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Company, the Guarantor and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameholders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Securityholders. Without The Company and the consent of any holders of Securities or coupons, the CompanyGuarantor, when authorized by or pursuant to Board ResolutionResolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to hereto, without the provisions consent of the Trust Indenture Act as in force at the date of the execution thereof) Securityholders, for one or more of the following purposes: (a) to evidence the succession of another corporation to the CompanyCompany or the Guarantor, as the case may be, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in or the SecuritiesGuarantor, as the case may be, pursuant to Article XI hereof; (b) to add to the covenants of the Company or the Guarantor such further covenants, restrictions, restrictions or conditions or provisions for the protection of the holders of Debt Securities as its the Board of Directors shall consider to be for the protection of the holders of such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions, restrictions 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, with however, that in respect of any such period of graceadditional covenant, if any, and subject to such conditions as restriction or condition such supplemental indenture may provideprovide 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 add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) 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 provisions 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 provided, that any such other provisions action shall not adversely affect in any material respect the interests of the holders of the Debt Securities then outstanding; (d) to add to, delete from, or revise the teens of Debt Securities, including, without limitation, any related couponsterms relating to the issuance, exchange, registration or transfer of Debt Securities, including provisions necessary or desirable to provide for or facilitate transfer procedures and restrictions substantially similar to those applicable to the administration Capital Securities, as required by Section 2.05 (for purposes of assuring that no registration of Debt Securities is required under the Securities Act), provided, that any such action shall not adversely affect the interests of the trusts hereunderholders of the Debt Securities then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on. Debt Securities substantially similar to those applicable to Capital Securities shall not be deemed to adversely affect the holders of the Debt Securities); (g) to secure any series of Security; and (he) to evidence and provide for the acceptance and of appointment hereunder by a successor trustee with respect to the Securities of one or more series Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Section 7.116.10; (f) to make any change (other than as elsewhere provided in this Section) 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 Debt Securities, to establish the form of any certifications required to be furnished pursuant to the tei ins of this Indenture or the Debt Securities, or to add to the rights of the holders of Debt Securities. 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, assignment, mortgage or pledge transfer and assignment 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 's own rights, duties or immunities under this Indenture or otherwise. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Company, the Guarantor and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameholders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9M2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Corporation, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof1939) for one or more of the following purposes: (a) to evidence the succession of another corporation entity to the CompanyCorporation, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation entity of the covenants, agreements and obligations of the Company herein and in the SecuritiesCorporation pursuant to Article XI hereof; (b) to add to the covenants of the Company Corporation such further covenants, restrictions, conditions or provisions as its Board of Directors 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 Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or 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, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture ActSecurities of any series in bearer form, registrable or under any similar federal statute hereafter enactednot 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 to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 provisions provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of the Holders of any series of Securities or any Coupons appertaining to such Securities; (e) 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (hf) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11; (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (h) to change or eliminate any provision of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated 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. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Corporation and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Issuer, when authorized by or pursuant to a resolution of its Board Resolutionof Directors, and the Trustee (and with respect to the Intercreditor Agreement, the Collateral Agent, at the written direction of the Trustee) may from time to time and at any time, without the consent of the holders of any of the Securities at the time outstanding, enter into an indenture or indentures supplemental hereto (which shall conform to or amend a Notes Document, the provisions of Intercreditor Agreement or the Trust Indenture Act as in force at the date of the execution thereof) Collateral Agency Agreement 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 corporation to the CompanyIssuer, or successive successions, pursuant to Article 11 hereof, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company herein and in the SecuritiesIssuer pursuant to Article VIII; (bc) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; PROVIDED that in respect of any such additional covenant, with such period of gracerestriction, if any, and subject to such conditions as condition or provision such supplemental indenture may provide; provide for a particular period of grace after default (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities which period may be registrable as to principal, to change shorter or eliminate any restrictions on longer than that allowed in the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities case of other authorized denominations defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to permit the Trustee upon such an Event of Default or facilitate may limit the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests right of the holders of a majority in aggregate principal amount of the Securities to waive such an Event of any series or any related coupons in any material respectDefault; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to any of the provisions of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstanding; (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture or in any Notes Documents or the Intercreditor Agreement or Collateral Agency Agreement which may be defective or inconsistent with any other provisions provision contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage indenture or pledge in any property to Notes Documents or with the TrusteeIntercreditor Agreement or Collateral Agency Agreement; or to make such other provisions in regard to matters or questions arising under this Indenture, provided such other provisions Indenture or under any supplemental indenture or under the Notes Documents as the Board of Directors may deem necessary or desirable and which shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of SecuritySecurities; and (he) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any provisions of issuance under this Indenture of Securities in coupon form (including Securities registrable as shall be necessary to principal only) and to provide for or facilitate the administration exchangeability of the trusts such Securities with Securities issued hereunder by more than one trusteein fully registered form, pursuant and to Section 7.11make all appropriate changes for such purpose. The Trustee (or Collateral Agent, as applicable) is hereby authorized to join with the Company in the execution of any such supplemental indentureindenture or any such amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee (or Collateral Agent, as applicable) shall not be obligated to enter into (or direct the Collateral Agent to enter into) any such supplemental indenture or any such amendment to a Notes Document, the Intercreditor Agreement or Collateral Agency Agreement which adversely affects the Trustee’s 's (or Collateral Agent's) own rights, duties or immunities under this Indenture Indenture, the Notes Documents, the Intercreditor Agreement, the Collateral Agency Agreement or otherwise. No supplemental indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures Without Consent of Securityholders. Without the consent of any holders of Securities or coupons, the CompanyThe Corporation, when authorized by or pursuant to Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof1939) for one or more of the following purposes: (a) to evidence the succession of another corporation entity to the CompanyCorporation, or successive successions, pursuant to Article 11 hereof, and the assumption by the any successor corporation entity of the covenants, agreements and obligations of the Company herein and in the SecuritiesCorporation pursuant to Article Eleven hereof; (b) to add to the covenants of the Company Corporation such further covenants, restrictions, conditions or provisions as its Board of Directors 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 Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or 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, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the holders of Securities of any series or any related coupons in any material respect; (d) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect permit or facilitate the qualification issuance of this Indenture under the Trust Indenture ActSecurities of any series in bearer form, registrable or under any similar federal statute hereafter enactednot 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 to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar federal statute hereafter enacted; (e) to modify, eliminate or add to change any of the provisions of this Indenture, provided that any Indenture to such change extent as shall be necessary to permit or elimination (i) shall become effective only when there is no Security facilitate the issuance of uncertificated Securities of any series Outstanding and created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any Security Outstandingseries; (fd) 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 provisions provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of the Holders of any series of Securities or any Coupons appertaining to such Securities; (e) 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 such other provisions shall not adversely affect in any material respect the interests of the holders of the Securities or any related coupons, including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (g) to secure any series of Security; and (hf) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any 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 7.11; (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (h) to change or eliminate any provision of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) shall not apply to any 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated 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. No Any supplemental indenture shall authorized by the provisions of this Section may be effective as against executed by the Corporation and the Trustee unless and until without the Trustee has duly executed and delivered consent of the sameHolders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 10.02.