Common use of Supplemental Indentures Clause in Contracts

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, (a) The Issuer and the CompanyIndenture Trustee, when authorized by a Board Resolutionan Issuer Order, at any time and the Trustee may from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto (which shall conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as then in effect)Trustee, without the consent of the Securityholdersany Noteholder, for one or more any of the following purposes: (ai) to evidence correct or amplify the succession description of another person any property at any time subject to the CompanyLien of this Indenture, or to better assure, convey and confirm unto the assumption by Indenture Trustee any such successor of the covenants of the Company contained herein property subject or otherwise established with respect required to be subjected to the Securities; or (b) to add to the covenants Lien of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthIndenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default action pursuant to this clause (which period may be shorter or longer than that allowed in the case of other defaultsi) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of Noteholders in any seriesrespect; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (iii) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Indenture Trustee with respect to the Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Article SevenSection 7.9 hereof; or (jiii) to change cure any place ambiguity, to correct or places where supplement any provision herein which may be defective or inconsistent with any other provision herein or to conform the provisions herein to the descriptions set forth in the Offering Circular, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any action pursuant to clauses (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payablei), (2ii) all or (iii) shall not adversely affect the interests of any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; orNoteholder. (kb) The Indenture Trustee shall promptly deliver, at least five Business Days prior to provide for the payment by the Company effectiveness thereof, to each Noteholder and each Rating Agency, a copy of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) any supplemental indenture entered into pursuant to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSection 9.1(a).

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, (a) The Issuer and the CompanyIndenture Trustee, when authorized by a Board Resolutionan Issuer Order, at any time and the Trustee may 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 then in effect), without the consent of the Securityholders, for one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) without the consent of any Noteholder; (x) to evidence correct or amplify the succession description of another person any property at any time subject to the CompanyLien of this Indenture, or to better assure, convey and confirm unto the assumption by Indenture Trustee any such successor of the covenants of the Company contained herein property subject or otherwise established with respect required to be subjected to the Securities; or (b) to add to the covenants Lien of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthIndenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default action pursuant to this clause (which period may be shorter or longer than that allowed in the case of other defaultsi) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of Noteholders in any seriesrespect; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i1) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Indenture Trustee with respect to the Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Article SevenSection 7.9 hereof; or (j2) to change cure any place ambiguity, to correct or places where (1) the principal of and premiumsupplement any provision herein which may be defective or inconsistent with any other provision herein, if any, and interest, if any, on all or to make any series of Securities shall be payable, other provisions with respect to matters or questions arising under this Indenture; provided that such action pursuant to this clause (2) all or shall not adversely affect the interests of any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; orNoteholders of Notes. (kb) The Indenture Trustee shall promptly deliver, at least five Business Days prior to provide for the payment by effectiveness thereof, to each Noteholder and the Company Agent, a copy of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) any supplemental indenture entered into pursuant to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSection 9.1.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the SecurityholdersDebentureholders, for one or more of the following purposes: (a) to evidence the succession of another person corporation to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the SecuritiesDebentures; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities Debentures of all or any series as the Board of Directors shall consider to be for the protection of the holders of Debentures of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities Debentures of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities Debentures of any series; or (d) to change or eliminate any of the provisions of this Indenture Indenture, provided that any such change or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security Debenture outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provisions; or (e) provision. The Trustee is hereby authorized to establish join with the form or terms of Securities Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.02. SECTION 9.02. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Debentures of each series as permitted affected by Section 2.01; or (f) to add any additional Events of Default with respect to all such supplemental indenture or any series of outstanding Securities; or (g) to provide collateral security for indentures at the Securities; or (h) to provide for time outstanding, the authentication and delivery of bearer securities and coupons appertaining thereto representing interestCompany, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice towhen authorized by a Board Resolution, and the solicitation 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 vote or consent of, the holders thereof, and for any other matters incidental thereto; or (iTrust Indenture Act as then in effect) to evidence and provide for the acceptance purpose of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add adding any provisions to or change changing in any manner or eliminating any of the provisions of this Indenture as shall be necessary to provide for or facilitate of any supplemental indenture or of modifying in any manner the administration rights of the trusts hereunder by more than one Trustee, pursuant to holders of the requirements Debentures of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any such series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and under this Indenture may be servedIndenture; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such place shall be located in New Yorksupplemental indenture, New York or be without the principal office consent of the holders of each Debenture then outstanding and affected thereby. Upon the request of the Company; or (k) , accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders required to provide consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. It shall not be necessary for the payment consent of the Debentureholders of any series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of additional amounts any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, setting forth in respect of certain taxes imposed on certain holders and for general terms the treatment substance of such additional amounts supplemental indenture, to the Debentureholders of all series affected thereby as interest their names and for all matters incidental thereto; or (l) to provide for addresses appear upon the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental theretoDebenture Register. Without limiting the generality Any failure of the foregoingTrustee to mail such notice, if or any defect therein, shall not, however, in any way impair or affect the Trust validity of any such supplemental indenture. SECTION 9.03. Upon the execution of any supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture Act as shall, with respect to such series, be and be deemed to be modified and amended in effect at accordance therewith and the date respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the execution Trustee, the Company and delivery the holders of Debentures of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. SECTION 9.04. Debentures of any series, affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or at of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any time thereafter exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Debentures of that series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be amended andprepared by the Company, authenticated by the Trustee and delivered in exchange for the Debentures of that series then outstanding. SECTION 9.05. The Trustee, subject to the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. ARTICLE TEN

Supplemental Indentures. SECTION 9.01Section 11.1. Supplemental Indentures without the Consent of the Debentureholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the SecurityholdersDebentureholders, for one or more of the following purposes: (a) to evidence cure any ambiguity, defect, or inconsistency herein, or in the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orDebentures; (b) to comply with Article X; (c) to provide for uncertificated Debentures in addition to or in place of certificated Debentures; (d) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity Debentures or to correct surrender any right or supplement any provision contained power herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with conferred upon the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; orCompany; (e) to establish add to, delete from, or revise the form conditions, limitations and restrictions on the authorized amount, terms or terms purposes of Securities issue, authentication and delivery of any series Debentures, as permitted by Section 2.01; orherein set forth; (f) to add make any additional Events change that does not adversely affect the rights of Default with respect to all or any series of outstanding Securities; orDebentureholder in any material respect; (g) to provide collateral security for the Securities; orissuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or of the Debentures, or to add to the rights of the holders of the Debentures; (h) to provide for qualify or maintain the authentication and delivery qualification of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for this Indenture under the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental theretoTrust Indenture Act; or (i) to evidence and provide for a consolidation or merger involving the acceptance Company as permitted under Section 12.1. The Trustee is hereby authorized to join with the Company in the execution of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series any such supplemental indenture, and to add make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee's own rights, duties or change immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time Outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSection 11.2.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without a) Without the consent of the SecurityholdersHolders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.05, the Issuer and the Indenture Trustee may enter into indentures supplemental to this Indenture, in form satisfactory to the Indenture Trustee, for one or more any of the following purposes: (ai) to correct or amplify the description of any property subject to the lien of this Indenture, or to confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture; (ii) to evidence the succession of another person to the CompanyIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Company contained herein or otherwise established Issuer in this Indenture and the Notes in compliance with respect to the Securities; orapplicable provisions of this Indenture; (biii) to add to the covenants of the Company such further covenantsIssuer, restrictions, conditions or provisions for the protection benefit of the holders of Noteholders or the Securities of all or any series, and to make the occurrenceCredit Enhancer, or to surrender any right conferred on 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 such series permitting the enforcement of all or any of the several remedies provided Issuer in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orIndenture; (civ) to convey, transfer, assign, mortgage, or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity or mistake; (vi) to correct or supplement any provision contained herein in this Indenture or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein in this Indenture or in any supplemental indentureindenture or the other Transaction Documents; (vii) to conform this Indenture to the final prospectus supplement issued in respect of the Notes referred to in the Adoption Annex; (viii) to modify, eliminate, or add to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests as required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the holders of Notes without taking the Securities of any series; orPolicy into account; (dix) to change modify, eliminate, or eliminate any of add to the provisions of this Indenture to comply with any requirement imposed by the Code; (x) to modify, eliminate, or add to the provisions of this Indenture to the extent appropriate to maintain the qualification of the Trust as a REMIC under the Code or to avoid or minimize the risk of the imposition of any tax on the Trust pursuant to the Code that would be a claim against the Trust at any time before the final redemption of the Notes; (xi) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to comply with any new provision rules or regulations of the Securities and Exchange Commission; (xii) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding of any series created prior to Indenture other provisions expressly required by the execution of such supplemental indenture that is entitled to the benefit of such provisionsTIA; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (hxiii) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation acceptance of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance appointment of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series trustee under this Indenture and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trusteetrustee, pursuant to the requirements of Article SevenVI. The Indenture Trustee is authorized to join in the execution of any supplemental indenture and to make any further appropriate agreements and stipulations that may be contained in it. (b) Without the consent of any of the Noteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.05, the Issuer and the Indenture Trustee may enter into indentures supplemental to this Indenture to change this Indenture in any manner or to modify the rights of the Noteholders or the Credit Enhancer under this Indenture that does not adversely affect in any material respects the interests of any Noteholder, except that, without the consent of each affected Noteholder by an Act of the applicable Noteholders delivered to the Issuer and the Indenture Trustee and without the consent of the Credit Enhancer and subject to Section 9.05, no supplemental indenture under this Section 9.01(b) shall: (i) change the date of payment of any installment of principal of any Principal Amount Note or interest on any Interest Bearing Note, or reduce the principal amount of any Principal Amount Note, the interest rate on any Interest Bearing Note, or its redemption price, or change any place of payment where, or the coin or currency in which, any Note or its interest is payable; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of available funds to the payment of any amount due on the Notes after their due dates (or, in the case of redemption, after the redemption date), as provided in Article V; (iii) reduce the percentage of the Outstanding Amount the consent of the Holders of which is required for any supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults under this Indenture and their consequences or to direct the liquidation of the Collateral; (iv) modify any provision of Section 9.01(b)(i), (ii), (iii), (iv), or (v) except to increase any percentage specified in this Indenture or provide that certain additional provisions of this Indenture or the Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected by it; modify any of the provisions of this Indenture in a manner affecting the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of the calculation) or affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes in this Indenture; or (jv) permit the creation of any lien ranking before or on a parity with the lien of this Indenture with respect to any part of the Collateral (except any change in any place mortgage's lien status in accordance with the Sale and Servicing Agreement) or, except as otherwise permitted or places where (1) contemplated in this Indenture, terminate the principal lien of this Indenture on any property at any time subject to this Indenture or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and premiumthat determination shall be conclusive on the Holders of all Notes, whether authenticated and delivered under this Indenture before or after that. The Indenture Trustee shall not be liable for any determination made in good faith. An Act of Noteholders under this Section need not approve the particular form of any proposed supplemental indenture, but is sufficient if anyit approves the substance of the supplemental indenture. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, and interestthe Indenture Trustee shall mail to the Noteholders to which the supplemental indenture relates a notice stating in general terms the substance of the supplemental indenture. Any failure of the Indenture Trustee to mail a notice, if any, on all or any series of Securities defect in it, shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; providednot, however, that in any such place shall be located in New York, New York way impair or be affect the principal office validity of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andsupplemental indenture.

Supplemental Indentures. SECTION 9.01. In addition (a) Subject to any supplemental indenture otherwise authorized by this Indentureregulatory approvals, from time to time the CompanyTrustee and, when authorized by a Board Resolutionresolution of the directors of Company, the Company, may, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (ai) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition to make the occurrence, or the occurrence and continuance, of a default in any of those herein specified; (ii) making such additional covenants, restrictions, conditions or provisions a default or an Event of Default not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (iii) evidencing the succession, or successive successions, of others to the Company and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall Indenture; (iv) giving effect to any Extraordinary Resolution passed as provided in Article 10; and (v) for any other purpose not adversely affect inconsistent with the interests terms of this Indenture. (b) Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the Securities case may be, by Extraordinary Resolution, the consent or concurrence of any series; or (d) to change Debentureholders or eliminate the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Company and the Trustee may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Company and the Trustee may without the consent or concurrence of the Debentureholders or the holders of a currency other than Dollars particular series of Debentures, as the case may be, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingCompany providing for the issue of Debentures, if provided that in the Trust Indenture Act as in effect at the date opinion of the execution and delivery Trustee (relying upon an opinion of this Indenture or at any time thereafter shall be amended andCounsel) the rights of the Debentureholders are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.01Section 9.1. In addition to any supplemental indenture otherwise authorized by this Indenture, the Supplemental Indentures without Consent of -------------------------------------------------------- Securityholders. The Company, when authorized by a Board Resolution, and the --------------- Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect)hereto, without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another person Person to the Company, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company contained herein or otherwise established with respect Company, pursuant to the Securities; orArticle 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 Debentures as the Securities Board of all or any seriesDirectors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, -------- however, that in respect of any such additional covenant, restriction, covenant restriction or ------- condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as Indenture; provided that any such action shall not be inconsistent with the provisions of this Indenture and shall not materially -------- adversely affect the interests of the holders of the Securities of any series; orDebentures; (d) to change add to, delete from, or eliminate revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the provisions Capital Securities as required by Section 2.5 (for purposes of this Indenture or to add any new provision to this Indentureassuring that no registration of Debentures is required under the Securities Act); provided, -------- however, that any such changeaction shall not adversely affect the interests of the ------- holders of the Debentures then outstanding (it being understood, elimination or addition for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital Securities shall become effective only when there is no Security outstanding not be deemed to materially adversely affect the holders of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisions; orDebentures); (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant ; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the requirements rights of Article Sevenany Securityholder in any material respect; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (lg) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting establish the generality form and terms and conditions of the foregoingDebentures, if to establish the Trust Indenture Act as in effect at form of any certifications required to be furnished pursuant to the date of the execution and delivery terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any time thereafter shall be amended andof the provisions of Section 9.2.

Supplemental Indentures. SECTION 9.01. In addition (a) From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyTrustee and, when authorized by a Board Resolution, the Corporation, may, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for any one or more of the following purposes: (ai) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders of the Securities of all or any series, and to make the occurrenceDebentureholders, or the occurrence and continuanceproviding for events of default, of a default in any of addition to those herein specified; (ii) making such additional covenants, restrictions, conditions or provisions a default or an Event of Default not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (iii) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and Indenture; (iv) giving effect to any resolution passed as provided in Article 11 or Article 12; and (v) for any other purpose not inconsistent with the terms of this Indenture. (b) Unless the supplemental indenture requires the consent or concurrence of Debentureholders such consent or concurrence shall not adversely affect be required in connection with the interests execution, acknowledgement or delivery of a supplemental indenture. (c) Upon the holders of the Securities execution of any series; or (d) to change or eliminate any of the provisions supplemental indenture, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every holder of Debentures theretofore or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication thereafter certified and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment delivered hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andbound thereby.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without a) Without the consent of the SecurityholdersHolders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.05, the Issuer and the Indenture Trustee may enter into indentures supplemental to this Indenture, in form satisfactory to the Indenture Trustee, for one or more any of the following purposes: (ai) to correct or amplify the description of any property subject to the lien of this Indenture, or to confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture; (ii) to evidence the succession of another person to the CompanyIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Company contained herein or otherwise established Issuer in this Indenture and the Notes in compliance with respect to the Securities; orapplicable provisions of this Indenture; (biii) to add to the covenants of the Company such further covenantsIssuer, restrictions, conditions or provisions for the protection benefit of the holders of Noteholders or the Securities of all or any series, and to make the occurrenceCredit Enhancer, or to surrender any right conferred on 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 such series permitting the enforcement of all or any of the several remedies provided Issuer in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orIndenture; (civ) to convey, transfer, assign, mortgage, or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity or mistake; (vi) to correct or supplement any provision contained herein in this Indenture or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein in this Indenture or in any supplemental indentureindenture or the other Transaction Documents; (vii) to conform this Indenture to the final prospectus supplement issued in respect of the Notes referred to in the Adoption Annex; (viii) to modify, eliminate, or add to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests as required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the holders of Notes without taking the Securities of any series; orPolicy into account; (dix) to change modify, eliminate, or eliminate any of add to the provisions of this Indenture to comply with any requirement imposed by the Code; (x) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to comply with any rules or regulations of the Securities and Exchange Commission hereafter promulgated; (xi) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding of any series created prior to Indenture other provisions expressly required by the execution of such supplemental indenture that is entitled to the benefit of such provisionsTIA; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (hxii) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation acceptance of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance appointment of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series trustee under this Indenture and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trusteetrustee, pursuant to the requirements of Article SevenVI. The Indenture Trustee is authorized to join in the execution of any supplemental indenture and to make any further appropriate agreements and stipulations that may be contained in it. (b) Without the consent of any of the Noteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.05, the Issuer and the Indenture Trustee may enter into indentures supplemental to this Indenture to change this Indenture in any manner or to modify the rights of the Noteholders or the Credit Enhancer under this Indenture that does not adversely affect in any material respects the interests of any Noteholder, except that, without the consent of each affected Noteholder by an Act of the applicable Noteholders delivered to the Issuer and the Indenture Trustee and without the consent of the Credit Enhancer and subject to Section 9.05, no supplemental indenture under this Section 9.01(b) shall: (i) change the date of payment of any installment of principal or interest on any Note, or reduce its principal amount, its interest rate, or its redemption price, or change any place of payment where, or the coin or currency in which, any Note or its interest is payable; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of available funds to the payment of any amount due on the Notes after their due dates (or, in the case of redemption, after the redemption date), as provided in Article V; (iii) reduce the percentage of the Outstanding Amount the consent of the Holders of which is required for any supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults under this Indenture and their consequences or to direct the liquidation of the Collateral; (iv) modify any provision of Section 9.01(b)(i), (ii), (iii), (iv), or (v) except to increase any percentage specified in this Indenture or provide that certain additional provisions of this Indenture or the Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected by it; modify any of the provisions of this Indenture in a manner affecting the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of the calculation) or affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or (jv) permit the creation of any lien ranking before or on a parity with the lien of this Indenture with respect to any part of the Collateral (except any change in any place mortgage's lien status in accordance with the Sale and Servicing Agreement) or, except as otherwise permitted or places where (1) contemplated in this Indenture, terminate the principal lien of this Indenture on any property at any time subject to this Indenture or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and premiumthat determination shall be conclusive on the Holders of all Notes, whether authenticated and delivered under this Indenture before or after that. The Indenture Trustee shall not be liable for any determination made in good faith. An Act of Noteholders under this Section need not approve the particular form of any proposed supplemental indenture, but is sufficient if anyit approves the substance of the supplemental indenture. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, and interestthe Indenture Trustee shall mail to the Noteholders to which the supplemental indenture relates a notice stating in general terms the substance of the supplemental indenture. Any failure of the Indenture Trustee to mail a notice, if any, on all or any series of Securities defect in it, shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; providednot, however, that in any such place shall be located in New York, New York way impair or be affect the principal office validity of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andsupplemental indenture.

Supplemental Indentures. SECTION 9.01Section 11.01. In addition The Company, when authorized by a resolution of its Board of Directors, and the Trustee, subject to the conditions and restrictions of this Indenture contained, 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 then in effect) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Twelve; (b) to add to the covenants and agreements of the Company in this Indenture contained such further covenants and agreements thereafter to be observed, and to surrender any right or power herein reserved to or conferred upon the Company; and (c) to cure any ambiguity or to correct or supplement any defective or inconsistent provisions contained in this Indenture or in any supplemental indenture. The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture otherwise authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this IndentureSection may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 11.02. Section 11.02. With the consent (evidenced as provided in Section 9.01) of the holders (or persons entitled to vote, or to give consents respecting the same) of more than 50% in aggregate principal amount of the Debentures at the time outstanding, the Company, when authorized by a resolution of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection purpose of the holders of the Securities of all adding any provisions to or any series, and to make the occurrence, or the occurrence and continuance, of a default changing in any of such additional covenants, restrictions, conditions manner or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate eliminating any of the provisions of this Indenture or to add of any new provision to this Indenturesupplemental indenture or of modifying in any manner the rights and obligations of the holders of the Debentures and of the Company; provided, however, that no such change, elimination or addition supplemental indenture shall become effective only when there is no Security outstanding (i) extend the fixed maturity of any series created prior Debenture, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Debenture so affected, or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Debentures then outstanding. Upon the request of the Company, accompanied by a copy of a resolution of its Board of Directors certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture that is entitled unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. It shall not be necessary for the benefit consent of such provisions; or (e) the Debentureholders under this Section to establish approve the particular form or terms of Securities of any series as permitted proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, Company and the solicitation Trustee of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) supplemental indenture pursuant to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Section, the Company shall be necessary mail a notice, setting forth in general terms the substance of such supplemental indenture, to provide for or facilitate all Debentureholders at their last addresses appearing upon the administration register. Any failure of the trusts hereunder by more than one TrusteeCompany to mail such notice, pursuant to the requirements of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities defect therein, shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; providednot, however, that in any way impair or affect the validity of any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andsupplemental indenture.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another person corporation to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series as the Board of Directors and the Trustee shall consider to be for the protection of the holders of Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture Indenture, provided that any such change or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provisions; orprovision. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02. SECTION 9.02. With the consent (eevidenced as provided in Section 8.01) to establish of the form or terms holders of not less than a majority in aggregate principal amount of the Securities of any each series as permitted affected by Section 2.01; or (f) to add any additional Events of Default with respect to all such supplemental indenture or any series of outstanding Securities; or (g) to provide collateral security for indentures at the Securities; or (h) to provide for time outstanding, the authentication and delivery of bearer securities and coupons appertaining thereto representing interestCompany, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice towhen authorized by a Board Resolution, and the solicitation 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 vote or consent of, the holders thereof, and for any other matters incidental thereto; or (iTrust Indenture Act of 1939 as then in effect) to evidence and provide for the acceptance purpose of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add adding any provisions to or change changing in any manner or eliminating any of the provisions of this Indenture as shall be necessary to provide for or facilitate of any supplemental indenture or of modifying in any manner the administration rights of the trusts hereunder by more than one Trustee, pursuant to holders of the requirements Securities of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any such series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and under this Indenture may be servedIndenture; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such place shall be located in New Yorksupplemental indenture, New York or be without the principal office consent of the holders of each Security then outstanding and affected thereby. Upon the request of the Company; or (k) , accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to provide consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. It shall not be necessary for the payment consent of the Securityholders of any series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of additional amounts any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, setting forth in respect of certain taxes imposed on certain holders and for general terms the treatment substance of such additional amounts supplemental indenture, to the Securityholders of all series affected thereby as interest their names and for all matters incidental thereto; oraddresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (l) SECTION 9.03. Upon the execution of any supplemental indenture pursuant to provide for the issuance provisions of this Article or of Section 10.01, this Indenture shall, with respect to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoingseries affected thereby shall thereafter be determined, if exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the Trust Indenture Act as in effect at the date terms and conditions of any such supplemental indenture shall be and be deemed to be part of the execution terms and delivery conditions of this Indenture for any and all purposes. SECTION 9.04. Securities of any series, affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or at of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any time thereafter exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be amended andprepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then outstanding. SECTION 9.05. The Trustee, subject to the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and constitutes the legal, valid and binding obligation of the Company, and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof.

Supplemental Indentures. SECTION 9.01. In addition (1) From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyWarrant Agent and, when authorized by a Board Resolutionresolution of its Directors, the Corporation may, subject to the provisions hereof, and the Trustee may from time to time they shall, when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver, by their proper officers, deeds or indentures supplemental hereto (hereto, which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders of the Securities of all Holders in addition to those herein specified; (b) making such provision not inconsistent with this Indenture as may be necessary or any series, 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 desirable with respect to such series permitting matters or questions arising hereunder provided that the enforcement of all or any Warrant Agent shall be of the several remedies provided in this Indenture as herein set forth; providedopinion, howeverrelying on the advice of its counsel, 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 provisions shall not 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 prejudicial to the Trustee upon such default or may limit the right interests of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orHolders; (c) adding to cure or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrant Certificates and making any modification in the form of the Warrant Certificate which does not affect the substance thereof; (d) evidencing the succession, or successive successions, of other corporations to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture; (e) giving effect to any Extraordinary Resolution passed as provided in Article 9; (f) setting forth adjustments in the application of the provisions of Article 4; and (g) for any other purpose not inconsistent with the terms of this Indenture. (2) The Warrant Agent may also, without the consent or concurrence of the Holders, by supplemental Indenture or otherwise, concur with the Corporation in making any changes or corrections in this Indenture which it has been advised by its counsel are required for the purpose of curing or correcting any ambiguity or to correct defective or supplement any inconsistent provision or clerical omission or mistake or manifest error contained herein or in any deed or indenture supplemental indenture which may be defective or inconsistent with any other provision contained herein or ancillary hereto, provided that in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests opinion of the holders Warrant Agent the rights of the Securities of any series; or (d) to change or eliminate any Warrant Agent and of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is Holders are in no Security outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andway prejudiced thereby.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without a) Without the consent of the SecurityholdersHolders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.05, the Issuer, the Co-Trustee, and the Indenture Trustee may enter into indentures supplemental to this Indenture, in form satisfactory to the Indenture Trustee and the Co-Trustee, for one or more any of the following purposes: (ai) to correct or amplify the description of any property subject to the lien of this Indenture, or to confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture; (ii) to evidence the succession of another person to the CompanyIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Company contained herein or otherwise established Issuer in this Indenture and the Notes in compliance with respect to the Securities; orapplicable provisions of this Indenture; (biii) to add to the covenants of the Company such further covenantsIssuer, restrictions, conditions or provisions for the protection benefit of the holders of the Securities of all or any series, and to make the occurrenceNoteholders, or the occurrence and continuance, of a default in Credit Enhancer or to surrender any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting right conferred on the enforcement of all or any of the several remedies provided Issuer in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orIndenture; (civ) to convey, transfer, assign, mortgage, or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity or mistake; (vi) to correct or supplement any provision contained herein in this Indenture or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein in this Indenture or in any supplemental indentureindenture or the other Transaction Documents; (vii) to conform this Indenture to the final prospectus supplement issued in respect of the Notes referred to in the Indenture Adoption Annex; (viii) to modify, eliminate, or add to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests as required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the holders of Notes without taking the Securities of any series; orPolicy into account; (dix) to change modify, eliminate, or eliminate any of add to the provisions of this Indenture to comply with any requirement imposed by the Code; (x) to modify, eliminate, or add to the provisions of this Indenture to the extent appropriate to maintain the qualification of the Trust as a REMIC under the Code or to avoid or minimize the risk of the imposition of any tax on the Trust pursuant to the Code that would be a claim against the Trust at any time before the final redemption of the Notes; (xi) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to comply with any new provision rules or regulations of the Securities and Exchange Commission; (xii) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding of any series created prior to Indenture other provisions expressly required by the execution of such supplemental indenture that is entitled to the benefit of such provisionsTIA; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (hxiii) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation acceptance of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance appointment of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series trustee under this Indenture and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trusteetrustee, pursuant to the requirements of Article SevenVI. The Indenture Trustee and the Co-Trustee are authorized to join in the execution of any supplemental indenture and to make any further appropriate agreements and stipulations that may be contained in it. (b) Without the consent of any of the Noteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.05, the Issuer, the Co-Trustee, and the Indenture Trustee may enter into indentures supplemental to this Indenture to change this Indenture in any manner or to modify the rights of the Noteholders or the Credit Enhancer under this Indenture that does not adversely affect in any material respects the interests of any Noteholder, except that, without the consent of each affected Noteholder by an Act of the applicable Noteholders delivered to the Issuer, the Co-Trustee, and the Indenture Trustee and without the consent of the Credit Enhancer and subject to Section 9.05, no supplemental indenture under this Section 9.01(b) shall: (i) change the date of payment of any installment of principal of any Principal Amount Note or interest on any Interest Bearing Note, or reduce the principal amount of any Principal Amount Note, the interest rate on any Interest Bearing Note, or its redemption price, or change any place of payment where, or the coin or currency in which, any Note or its interest is payable; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of available funds to the payment of any amount due on the Notes after their due dates (or, in the case of redemption, after the redemption date), as provided in Article V; (iii) reduce the percentage of the Outstanding Amount the consent of the Holders of which is required for any supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults under this Indenture and their consequences or to direct the liquidation of the Collateral; (iv) modify any provision of Section 9.01(b)(i), (ii), (iii), (iv), or (v) except to increase any percentage specified in this Indenture or provide that certain additional provisions of this Indenture or the Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected by it; modify any of the provisions of this Indenture in a manner affecting the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of the calculation) or affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes in this Indenture; or (jv) permit the creation of any lien ranking before or on a parity with the lien of this Indenture with respect to any part of the Collateral (except any change in any place mortgage's lien status in accordance with the Sale and Servicing Agreement) or, except as otherwise permitted or places where (1) contemplated in this Indenture, terminate the principal lien of this Indenture on any property at any time subject to this Indenture or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and premiumthat determination shall be conclusive on the Holders of all Notes, whether authenticated and delivered under this Indenture before or after that. The Indenture Trustee shall not be liable for any determination made in good faith. An Act of Noteholders under this Section need not approve the particular form of any proposed supplemental indenture, but is sufficient if anyit approves the substance of the supplemental indenture. Promptly after the execution by the Issuer, the Co-Trustee, and interestthe Indenture Trustee of any supplemental indenture pursuant to this Section, if anythe Indenture Trustee shall mail to the Noteholders to which the supplemental indenture relates a notice stating in general terms the substance of the supplemental indenture. Any failure of the Indenture Trustee to mail a notice, on all or any series of Securities defect in it, shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; providednot, however, that in any such place shall be located in New York, New York way impair or be affect the principal office validity of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andsupplemental indenture.

Supplemental Indentures. SECTION 9.01. In addition (a) Subject to any supplemental indenture otherwise authorized by the provisions of this Indenture, the Company, when authorized by a Board Resolution, Issuer and the Trustee may from time to time execute, acknowledge and at any time enter into an indenture or indentures supplemental hereto (deliver Supplemental Indentures which thereafter shall conform to the provisions form part of the Trust Indenture Act as then in effect), without the consent of the Securityholdersthis Indenture, for any one or more of the following purposes: (ai) to evidence establishing the succession terms of another person to the Company, any series of Notes and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orforms and denominations in which they may be issued as provided in Article 2; (bii) to add to the covenants of the Company making such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 amendments not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under hereunder, including the making of any modifications in the form of the Notes of any series which do not affect the substance thereof and which in the opinion of the Trustee relying on an Opinion of Counsel will not be materially prejudicial to the interests of Holders; (iii) rectifying typographical, clerical or other manifest errors contained in this Indenture as shall or any Supplemental Indenture, or making any modification to this Indenture or any Supplemental Indenture which, in the opinion of Counsel, are of a formal, minor or technical nature and that are not be inconsistent materially prejudicial to the interests of the Holders; (iv) to give effect to any amendment or supplement to this Indenture or the Notes of any series made in accordance with Sections 12.1, 12.2 or 12.3; (v) evidencing the succession, or successive successions, of others to the Issuer or any Guarantor and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any seriesIndenture; or (dvi) to change or eliminate for any other purpose not inconsistent with the terms of this Indenture, provided that in the opinion of the provisions Trustee (relying on an Opinion of Counsel) the rights of neither the Holders nor the Trustee are materially prejudiced thereby. (b) Unless this Indenture expressly requires the consent or concurrence of Holders, the consent or concurrence of Holders shall not be required in connection with the execution, acknowledgement or delivery of a Supplemental Indenture contemplated by this Indenture. (c) Upon receipt by the Trustee of (i) an Issuer Order accompanied by a Board Resolution authorizing the execution of any such Supplemental Indenture, and (ii) an Officers’ Certificate stating that such amended or Supplemental Indenture complies with this Section 12.5, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or Supplemental Indenture authorized or permitted by the terms of this Indenture or and to add make any new provision to this Indenture; provided, however, further appropriate agreements and stipulations that such change, elimination or addition 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 provisions; ormay be therein contained. (ed) This Section 12.5 shall apply, as the context requires, to establish the form any assumption agreement or terms of Securities of any series as permitted instrument contemplated by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and10.1(a)(ii)(A).

Supplemental Indentures. SECTION 9.0110.01. In addition to Supplemental Indentures without Consent of Securityholders. Without the consent of any supplemental indenture otherwise authorized by this Indentureholders of Securities or coupons, the Company, when authorized by a 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 then in effect), without force at the consent date of the Securityholders, execution thereof) for one or more of the following purposes: (a) to evidence the succession of another person corporation to the Company, or successive successions, pursuant to Article 11 hereof, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained herein or otherwise established with respect to and in the Securities; or; (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 of all or any seriesSecurities, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, howeverwith such period of grace, that in respect of any if any, and subject to such additional covenant, restriction, condition or provision conditions as such supplemental indenture may provide; (c) to add to or change any of the provisions of this Indenture to provide for a particular period of grace after default (which period that Bearer Securities may be shorter registrable as to principal, to change or longer than that allowed 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 the case exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other defaults) authorized denominations or may provide for an immediate enforcement upon to permit or facilitate the issuance of Securities in uncertificated form, provided that any such default or may limit action shall not adversely affect the remedies available to the Trustee upon such default or may limit the right interests of the holders of a majority Securities of any series or any related coupons in aggregate principal amount 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 Securities 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 series supplemental indenture that is entitled to waive the benefit of such default; orprovision or (ii) shall not apply to any Security Outstanding; (cf) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision 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 as shall not be inconsistent with the Indenture, provided such other provisions of this Indenture and shall not adversely affect in any material respect the interests of the holders of the Securities of or any series; or (d) related coupons, including provisions necessary or desirable to change provide for or eliminate any facilitate the administration of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; ortrusts hereunder; (g) to provide collateral security for the Securitiessecure any series of Security; orand (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of and appointment hereunder by a separate or 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 Article Seven; or (j) Section 7.11. The Trustee is hereby authorized to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon join with the Company in respect the execution of all or any series of Securities such supplemental indenture, to make any further appropriate agreements and this Indenture stipulations which may be served; providedtherein contained and to accept the conveyance, howevertransfer, that assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such place shall be located in New Yorksupplemental indenture which adversely affects the Trustee’s own rights, New York duties or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of immunities under this Indenture or at any time thereafter otherwise. No supplemental indenture shall be amended andeffective as against the Trustee unless and until the Trustee has duly executed and delivered the same.

Supplemental Indentures. SECTION 9.01. In addition From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyTrustee and, when authorized by a Board Resolutionresolution of the directors of Company, the Company, may, subject to the provisions hereof and subject to the prior approval of the Recognized Stock Exchange, as applicable, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence providing for the succession issuance of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orAdditional Debentures under this Indenture; (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as those herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orspecified; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which making such provisions not inconsistent with this Indenture as may be defective necessary or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (d) evidencing the succession, or successive successions, of others to the Company and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall Indenture; (e) giving effect to any Extraordinary Resolution passed as provided in Article 10; and (f) for any other purpose not adversely affect inconsistent with the interests terms of this Indenture. Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the Securities case may be, by Extraordinary Resolution, the consent or concurrence of any series; or (d) to change Debentureholders or eliminate the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Company and the Trustee may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Company and the Trustee may without the consent or concurrence of the Debentureholders or the holders of a currency other than Dollars particular series of Debentures, as the case may be, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingCompany provided for the issue of Debentures, if providing that in the Trust Indenture Act as in effect at the date opinion of the execution and delivery Trustee (relying upon an opinion of this Indenture or at any time thereafter shall be amended andCounsel) the rights of the Debentureholders are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture(a) The Issuer, the CompanyServicer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Administrative Agent (which consent shall be deemed to be given on behalf of all the Noteholders) and with prior notice to the Rating Agency (if any Rating Agency then provides a Board Resolutionrating on the Notes, and as evidenced by an Officer’s Certificate delivered by the Trustee may from time Issuer to time and at any time the Indenture Trustee), enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection purpose of the holders of the Securities of all or adding any seriesprovisions to, and to make the occurrence, or the occurrence and continuance, of a default changing in any of such additional covenants, restrictions, conditions manner or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate eliminating any of the provisions of this Indenture or to add of modifying in any new provision to manner the rights of the Noteholders under this Indenture; provided, however, that such changethat, elimination or addition unless waived by the Administrative Agent, the Issuer shall become effective only when there is no Security outstanding of any series created prior have delivered to the execution of such supplemental indenture that is entitled to the benefit of such provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, Administrative Agent and the solicitation of the vote or consent ofIndenture Trustee a Tax Opinion, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at dated the date of any such action, addressing such action. (b) Notwithstanding the execution and delivery foregoing or any other provision of this Indenture or at any time thereafter other Transaction Document to the contrary, the Administrative Agent may, on behalf of all Noteholders, waive any default by the Issuer or the Servicer in the performance of its obligations hereunder and its consequences, except (i) the failure to make any distributions required to be made to Noteholders or to make any required deposits of any amounts to be so distributed (which such default may only be waived by 100% of the affected Noteholders), or (ii) with respect to any right of, or obligations owed to, the Indenture Trustee in its individual capacity. Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be amended anddeemed to have been remedied for every purpose of this Indenture. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Written notice of any such waiver shall be delivered to the Indenture Trustee, together with a certificate under which the Issuer or the Servicer certifies that such waiver is permitted by and not prohibited by this Indenture or any other Transaction Document. The Indenture Trustee shall be entitled to rely conclusively and exclusively on such certificate, and shall be protected in so relying, with not duty to make any determination or investigation with respect thereto. (c) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Supplemental Indentures. SECTION 9.01. In addition (a) Without the consent of the Holders of any Notes but with the prior written consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) and with prior notice to any supplemental indenture otherwise authorized the Rating Agencies by this Indenturethe Issuer, as evidenced to the Indenture Trustee, the CompanyIssuer and the Indenture Trustee, when authorized by a Board Resolutionan Issuer Order, at any time and the Trustee may 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 as then in effectforce at the date of the execution thereof), without in form satisfactory to the consent of the SecurityholdersIndenture Trustee, for one or more any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another person to the CompanyIssuer, and the assumption by any such successor of the covenants of the Company contained Issuer herein or otherwise established with respect to and in the Securities; orNotes contained; (biii) to add to the covenants of the Company such further covenantsIssuer, restrictions, conditions or provisions for the protection benefit of the holders Holders of the Securities of all or any series, and to make the occurrenceNotes, or to surrender any right or power herein conferred upon 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orIssuer; (civ) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such any other provisions in regard with respect to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and or in any supplemental indenture; provided that such action shall not adversely affect the interests of the holders Holders of the Securities of any series; orNotes; (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (ivi) to evidence and provide for the acceptance of the appointment hereunder by a separate or successor Trustee trustee with respect to the Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Article SevenVI; or (jvii) to change modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any place or places where similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (1b) The Issuer and the principal Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of and premiumany of the Holders of the Notes but with the consent of the Insurer, if anythere is no Insurer Default, and interestwith prior notice to the Rating Agencies by the Issuer, if anyas evidenced to the Indenture Trustee, on all enter into an indenture or indentures supplemental hereto for the purpose of adding any series provisions to, or changing in any manner or eliminating any of Securities shall be payablethe provisions of, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be servedor of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any such place shall be located in New York, New York or be material respect the principal office interests of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andNoteholder.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture(a) The Issuer, the CompanyServicer, the Club Trustee, the Backup Servicer, the Indenture Trustee, the Paying Agent and the Custodian, when authorized by a Board Resolutionan Issuer Order, at any time and the Trustee may from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto (which shall conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as then in effect)Trustee, without the consent of the Securityholdersany Noteholder, for one or more any of the following purposes: (ai) to evidence correct or amplify the succession description of another person any property at any time subject to the CompanyLien of this Indenture, or to better assure, convey and confirm unto the assumption by Indenture Trustee any such successor of the covenants of the Company contained herein property subject or otherwise established with respect required to be subjected to the Securities; or (b) to add to the covenants Lien of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthIndenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default action pursuant to this clause (which period may be shorter or longer than that allowed in the case of other defaultsi) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of Noteholders in any seriesrespect; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (iii) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Indenture Trustee with respect to the Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Article SevenSection 7.9 hereof; or (jiii) to change cure any place ambiguity, to correct or places where supplement any provision herein which may be defective or inconsistent with any other provision herein or to conform the provisions herein to the descriptions set forth in the Offering Circular, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any action pursuant to clauses (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payablei), (2ii) all or (iii) shall not adversely affect the interests of any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; orNoteholder. (kb) The Indenture Trustee shall promptly deliver, at least five Business Days prior to provide for the payment by the Company effectiveness thereof, to each Noteholder and each Rating Agency, a copy of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) any supplemental indenture entered into pursuant to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSection 9.1(a).

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without a) Without the consent of the SecurityholdersHolders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.05, the Issuer and the Indenture Trustee may enter into indentures supplemental to this Indenture, in form satisfactory to the Indenture Trustee, for one or more any of the following purposes: (ai) to correct or amplify the description of any property subject to the lien of this Indenture, or to confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture; (ii) to evidence the succession of another person to the CompanyIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Company contained herein or otherwise established Issuer in this Indenture and the Notes in compliance with respect to the Securities; orapplicable provisions of this Indenture; (biii) to add to the covenants of the Company such further covenantsIssuer, restrictions, conditions or provisions for the protection benefit of the holders of the Securities of all or any series, and to make the occurrenceNoteholders, or the occurrence and continuance, of a default in Credit Enhancer or to surrender any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting right conferred on the enforcement of all or any of the several remedies provided Issuer in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orIndenture; (civ) to convey, transfer, assign, mortgage, or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity or mistake; (vi) to correct or supplement any provision contained herein in this Indenture or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein in this Indenture or in any supplemental indentureindenture or the other Transaction Documents; (vii) to conform this Indenture to the final prospectus supplement issued in respect of the Notes referred to in the Adoption Annex; (viii) to modify, eliminate, or add to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests as required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the holders of Notes without taking the Securities of any series; orPolicy into account; (dix) to change modify, eliminate, or eliminate any of add to the provisions of this Indenture to comply with any requirement imposed by the Code or to comply with any rules or regulations of the Securities and Exchange Commission; (x) to modify, eliminate, or add to the provisions of this Indenture to the extent appropriate to maintain the qualification of the Trust as a REMIC under the Code or to avoid or minimize the risk of the imposition of any new provision tax on the Trust pursuant to the Code that would be a claim against the Trust at any time before the final redemption of the Notes; (xi) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to comply with any rules or regulations of the Securities and Exchange Commission; (xii) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding of any series created prior to Indenture other provisions expressly required by the execution of such supplemental indenture that is entitled to the benefit of such provisionsTIA; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (hxiii) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation acceptance of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance appointment of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series trustee under this Indenture and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trusteetrustee, pursuant to the requirements of Article SevenVI. The Indenture Trustee is authorized to join in the execution of any supplemental indenture and to make any further appropriate agreements and stipulations that may be contained in it. (b) Without the consent of any of the Noteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.05, the Issuer and the Indenture Trustee may enter into indentures supplemental to this Indenture to change this Indenture in any manner or to modify the rights of the Noteholders or the Credit Enhancer under this Indenture, except that, without the consent of each affected Noteholder by an Act of the applicable Noteholders delivered to the Issuer and the Indenture Trustee and without the consent of the Credit Enhancer and subject to Section 9.05, no supplemental indenture under this Section 9.01(b) shall: (i) change the date of payment of any installment of principal of any Principal Amount Note or interest on any Interest Bearing Note, or reduce the principal amount of any Principal Amount Note, the interest rate on any Interest Bearing Note, or its redemption price, or change any place of payment where, or the coin or currency in which, any Note or its interest is payable; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of available funds to the payment of any amount due on the Notes after their due dates (or, in the case of redemption, after the redemption date), as provided in Article V; (iii) reduce the percentage of the Outstanding Amount the consent of the Holders of which is required for any supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults under this Indenture and their consequences or to direct the liquidation of the Collateral; (iv) modify any provision of Section 9.01(b)(i), (ii), (iii), (iv), or (v) except to increase any percentage specified in this Indenture or provide that certain additional provisions of this Indenture or the Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected by it; modify any of the provisions of this Indenture in a manner affecting the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of the calculation) or affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes in this Indenture; or (jv) permit the creation of any lien ranking before or on a parity with the lien of this Indenture with respect to any part of the Collateral (except any change in any place mortgage's lien status in accordance with the Sale and Servicing Agreement) or, except as otherwise permitted or places where (1) contemplated in this Indenture, terminate the principal lien of this Indenture on any property at any time subject to this Indenture or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and premiumthat determination shall be conclusive on the Holders of all Notes, whether authenticated and delivered under this Indenture before or after that. The Indenture Trustee shall not be liable for any determination made in good faith. An Act of Noteholders under this Section need not approve the particular form of any proposed supplemental indenture, but is sufficient if anyit approves the substance of the supplemental indenture. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, and interestthe Indenture Trustee shall mail to the Noteholders to which the supplemental indenture relates a notice stating in general terms the substance of the supplemental indenture. Any failure of the Indenture Trustee to mail a notice, if any, on all or any series of Securities defect in it, shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; providednot, however, that in any such place shall be located in New York, New York way impair or be affect the principal office validity of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andsupplemental indenture.

Supplemental Indentures. SECTION 9.01. In addition From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyTrustee and, when authorized by a Board Resolutionresolution of the directors of Corporation, the Corporation, may, subject to the provisions hereof, as need be, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence providing for the succession issuance of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orAdditional Debentures under this Indenture; (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as those herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orspecified; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which making such provisions not inconsistent with this Indenture as may be defective necessary or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (d) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall Indenture; (e) giving effect to any Extraordinary Resolution passed as provided in Article 12; and (f) for any other purpose not adversely affect inconsistent with the interests terms of this Indenture. Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the Securities case may be, by Extraordinary Resolution, the consent or concurrence of any series; or (d) to change Debentureholders or eliminate the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Corporation and the Trustee may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Corporation and the Trustee may without the consent or concurrence of the Debentureholders or the holders of a currency other than Dollars particular series of Debentures, as the case may be, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingCorporation provided for the issue of Debentures, if providing that in the Trust Indenture Act as in effect at the date opinion of the execution and delivery Trustee (relying upon an opinion of this Indenture or at any time thereafter shall be amended andCounsel) the rights of the Debentureholders are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.01Section 901. In addition to Supplemental Indentures without Consent of Holders. Without the consent of any supplemental indenture otherwise Holders of Securities or Coupons, the Company (when authorized by this Indentureor pursuant to a Board Resolution), the Company, Guarantors (each when authorized by a Guarantor's 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 then in effect), without the consent of the Securityholders, 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 person Person to the CompanyCompany or a Guarantor as permitted hereunder in the case of a merger, consolidation or sale, lease assignment, transfer or other conveyance of all or substantially all of the properties and assets of the Company or a Guarantor, as the case may be, and the assumption by any such successor of the obligations and covenants of the Company or such Guarantor, as the case may be, contained herein or otherwise established with respect to and in the Securities; or (b2) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions a Guarantor for the protection benefit of the holders of the Securities Holders of all or any series, and series of Securities (as shall be specified in such supplemental indenture or indentures) or to make surrender any right or power herein conferred upon the occurrence, Company 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 Guarantor with respect to such series permitting the enforcement of all or any series of the several remedies provided in Securities issued under this Indenture (as herein set forth; provided, however, that shall be specified in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such defaultindentures); or (c3) to cure add to or change any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with of the provisions of this Indenture and to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated or global form; provided that any such action shall not adversely affect the interests of the holders Holders of the Securities of any seriesseries or any Coupons appertaining thereto; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e4) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Section 2.01Sections 201 and 301, including, without limitation, any conversion or exchange provisions applicable to Securities which are convertible into or exchangeable for other securities or property or to make provision so that guarantees, executed on behalf of one or more of the Guarantors, may be endorsed on any Securities and to establish the form of any such guarantee, 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); or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i5) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article SevenSection 609; or (j6) to cure any ambiguity or to correct or supplement any provision herein which may be defective or which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto; or (7) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, covenant defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article Four; provided that any such action shall not adversely affect the interests of any Holder of a Security of such series and any Coupons appertaining thereto or any other Security or Coupon in any material respect; or (9) to secure the Securities; or (10) to add Guarantors or to evidence the release of any Guarantor in accordance with the provisions of this Indenture; or (11) to qualify or maintain the qualification of this Indenture under the Trust Indenture Act; or (12) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (13) to amend or supplement any provision contained herein or in any supplemental indenture or in any Securities (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture or indentures); provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (14) in the case of any series of Securities which are convertible into or exchangeable for Common Stock or other securities or property, to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding shares of Common Stock or any place merger, consolidation, statutory share exchange or places where 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 301. Section 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by an Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company (when authorized by or pursuant to a Board Resolution), the Guarantors (each when authorized by or pursuant to a Guarantor's Board Resolution) and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of modifying, or amending, or adding any provisions to, or changing in any manner or eliminating any of the provisions of this Indenture or of the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall: (1) change the Stated Maturity of the principal of and of, or premium, if any, or any installment of interest, if any, on, or any Additional Amounts, if any, with respect to, any Security, or reduce the principal amount thereof or the premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon, or reduce the amount payable upon redemption thereof at the option of the Company or repayment thereof at the option of the Holder, or reduce any Additional Amounts payable with respect thereto, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect the right of repayment at the option of any Holder as contemplated by Article Thirteen, or change the Place of Payment where or the Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security is payable or change the Currency in which any amount is payable under any Guarantee, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment pursuant to Article Thirteen at the option of the Holder, on or after the date for repayment) in each case as such Stated Maturity, Redemption Date or date for repayment may, if applicable, be extended in accordance with the terms of such Security or any Coupon appertaining thereto, or in the case of any Security which is convertible into or exchangeable for other securities or property, impair the right to institute suit to enforce the right to convert or exchange such Security in accordance with its terms, or impair the right to institute suit for the enforcement of any payments required to be made by any Guarantor pursuant to its Guarantee when due, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in Section 513 or 1008 of this Indenture, or reduce the requirements of Section 1504 for quorum or voting at a meeting of Holders of Securities, or (3) modify any of the provisions of this Section, Section 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, or (4) make any change that adversely affects the right, if any, to convert or exchange any Security for Common Stock or other securities or property in accordance with its terms, or (5) modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Guarantors in respect of the due and punctual payment of principal of, or premium, if any, or interest, if any, on all or any sinking fund or analogous requirements or Additional Amounts with respect to any Securities or Coupons or any other Guaranteed Obligations or release any Guarantor from any of its obligations under its Guarantee or this Indenture except in accordance with the terms of this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Anything in this Indenture to the contrary notwithstanding, if more than one series of Securities is Outstanding, the Company and the Guarantors shall be payable, (2) all entitled to enter into a supplemental indenture under this Section 902 with respect to any one or any more series of Outstanding Securities may be surrendered for registration of transfer, (3) all or without entering into a supplemental indenture with respect to any other series of Securities may Outstanding Securities. It shall not be surrendered necessary for exchange and (4) notices and demands to or upon the Company in respect any Act of all or any series Holders of Securities and under this Indenture may be served; providedSection to approve the particular form of any proposed supplemental indenture, however, that any such place but it shall be located in New York, New York or be sufficient if such Act shall approve the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andsubstance thereof.

Supplemental Indentures. SECTION 9.01. In addition (1) From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyWarrant Agent and, when authorized by a Board Resolutionresolution of its Directors, the Corporation may, subject to the provisions hereof, and they shall, when required by this Indenture, but subject always to the Trustee prior written consent, if required, of any stock exchange on which the Common Shares or the Warrants may from time to time be listed, execute, acknowledge and at any time enter into an indenture deliver, by their proper officers, deeds or indentures supplemental hereto (hereto, which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders of the Securities of all Holders in addition to those herein specified; (b) making such provision not inconsistent with this Indenture as may be necessary or any series, 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 desirable with respect to such series permitting matters or questions arising hereunder provided that the enforcement of all or any Warrant Agent shall be of the several remedies provided in this Indenture as herein set forth; providedopinion, howeverrelying on the advice of its counsel, 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 provisions shall not 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 prejudicial to the Trustee upon such default or may limit the right interests of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orHolders; (c) adding to cure or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrant Certificates and making any modification in the form of the Warrant Certificate which does not affect the substance thereof; (d) evidencing the succession, or successive successions, of other corporations to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture; (e) giving effect to any Extraordinary Resolution passed as provided in Article 9; (f) setting forth adjustments in the application of the provisions of Article 4; and (g) for any other purpose not inconsistent with the terms of this Indenture, provided that in the opinion of the Warrant Agent relying on the advice of counsel, the rights of the Warrant Agent and of the Holders are in no way prejudiced thereby. (2) The Warrant Agent may also, without the consent or concurrence of the Holders, by supplemental indenture or otherwise, concur with the Corporation in making any changes or corrections in this Indenture which it has been advised by its counsel are required for the purpose of curing or correcting any ambiguity or to correct defective or supplement any inconsistent provision or clerical omission or mistake or manifest error contained herein or in any deed or indenture supplemental indenture which may be defective or inconsistent with any other provision contained herein or ancillary hereto, provided that in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests opinion of the holders Warrant Agent, relying on the advice of counsel, the rights of the Securities of any series; or (d) to change or eliminate any Warrant Agent and of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is Holders are in no Security outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andway prejudiced thereby.

Supplemental Indentures. SECTION 9.01Section 901. In addition to Supplemental Indentures Without Consent of Holders Without the consent of any supplemental indenture otherwise authorized by this IndentureHolders of Securities, the Company, when authorized by a Board Resolution, Company 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 then in effect), without the consent of the Securityholders, 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 person Person to the Company, Company under this Indenture and the Securities and the assumption by any such successor Person of the covenants obligations of the Company contained herein or otherwise established with respect to the Securities; orhereunder; (b2) to add to covenants and Events of Default for the covenants benefit of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities Holders of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any series of such additional covenants, restrictions, conditions Securities or provisions a default to surrender any right or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in power conferred by this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in upon the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, Company or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall any change that does not adversely affect the interests of the holders of the Securities legal rights hereunder of any series; orHolder in any material respect; (d3) to add to, change or eliminate any of the provisions of this Indenture Indenture, provided that any such addition, change or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when after there is are no Security outstanding such Securities of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisions; orprovision outstanding; (e4) to establish the form forms or terms of the Securities of any series as permitted by Section 2.01; orissued hereunder; (f5) to add cure any additional Events of Default with respect to all ambiguity or correct any series of outstanding Securities; ordefect or inconsistency in this Indenture; (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i6) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and of Securities or otherwise; (7) to add qualify this Indenture under the Trust Indenture Act; (8) to or change provide for uncertificated securities in addition to certificated securities; (9) to supplement any of the provisions of this Indenture as shall be necessary to provide for permit or facilitate the administration defeasance and discharge of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities shall be payable, (2) all of such series or any series other series; and (10) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be surrendered for registration of transfer, (3) all listed or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andtraded.

Supplemental Indentures. SECTION 9.01. In addition Subject to any supplemental indenture otherwise authorized by this Indentureapproval that may be required pursuant to the requirements of the TSXV or such other exchange on which the Common Shares are listed and posted for trading, from time to time the CompanyDebenture Trustee and, when authorized by a Board Resolutionresolution of the Directors, the Corporation, may, and the Trustee may from time to time they will when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersthereafter will form part hereof, for any one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders of the Securities of all or any series, and to make the occurrenceDebentureholders, or the occurrence and continuanceproviding for events of default, of a default in any of addition to those herein specified; (b) making such additional covenants, restrictions, conditions or provisions a default or an Event of Default not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Debenture Trustee (relying on an opinion of Counsel) will not be inconsistent prejudicial to the interests of the Debentureholders; (c) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; orIndenture; (d) giving effect to change any Extraordinary Resolution passed as provided in Article 13; and (e) for any other purpose not inconsistent with the terms of this Indenture. Unless this Indenture or eliminate the supplemental indenture requires the consent or concurrence of Debentureholders by Extraordinary Resolution, the consent or concurrence of Debentureholders will not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Corporation and the Debenture Trustee, without the consent or approval of the Debentureholders, may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States. The Debenture Trustee will have the right to request a currency other than Dollars legal opinion regarding matters of United States law or the issuance of Debentures into the United States prior to or concurrently with making such amendments. Further, the Corporation and the Debenture Trustee may without the consent or concurrence of the Debentureholders by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it has been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingCorporation provided for the issue of Debentures, if providing that in the Trust Indenture Act as in effect at the date opinion of the execution and delivery Debenture Trustee (relying upon an opinion of this Indenture or at any time thereafter shall be amended andCounsel) the rights of the Debentureholders are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.01. In addition From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyTrustee and, when authorized by a resolution of the Board Resolutionof Directors of Corporation, the Corporation, may, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence providing for the succession issuance of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orAdditional Debentures under this Indenture; (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as those herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orspecified; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which making such provisions not inconsistent with this Indenture as may be defective necessary or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (d) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall Indenture; (e) giving effect to any Extraordinary Resolution passed as provided in Article 12; and (f) for any other purpose not adversely affect inconsistent with the interests terms of this Indenture. Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the Securities case may be, by Extraordinary Resolution, and provided no Event of any series; or (d) to change Default has occurred and is continuing, the consent or eliminate concurrence of Debentureholders or the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Corporation and the Trustee may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Corporation and the Trustee may without the consent or concurrence of the Debentureholders or the holders of a currency other than Dollars particular series of Debentures, as the case may be, and provided no Event of Default has occurred and is continuing, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingCorporation provided for the issue of Debentures, if providing that in the Trust Indenture Act as in effect at the date opinion of the execution and delivery Trustee (relying upon an opinion of this Indenture or at any time thereafter shall be amended andCounsel) the rights of the Debentureholders are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.01. In addition From time to any supplemental indenture otherwise authorized time the Trustee and the Issuer may and, when required by this Indenture, the Companythey shall, when authorized execute, acknowledge and deliver by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture their proper officers deeds or indentures supplemental hereto (hereto, which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence the succession of another person 12.1.1 adding to the Company, and the assumption by any provisions hereof such successor of the additional covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add to the covenants of the Company such further covenantsIssuer, restrictions, conditions or enforcement provisions and other provisions for the protection of the holders Holders of the Securities TCPL Sub Notes and/or providing for events of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of addition to those herein specified; 12.1.2 making such additional covenants, restrictions, conditions or provisions a default or an Event of Default not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as hereunder, including the making of any modifications in the form of the TCPL Sub Notes which do not affect the substance thereof and which, in the opinion of the Trustee (relying on the opinion of Counsel), it may be expedient to make, provided that the Trustee shall be of the opinion (relying on the opinion of Counsel) that such provisions and modifications will not be inconsistent materially prejudicial to the rights of the Holders; 12.1.3 evidencing the succession, or successive successions, of any other Person to the Issuer and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of Indenture; 12.1.4 giving effect to any series; orExtraordinary Resolution passed as provided in Article 9; (d) to change 12.1.5 making any additions to, deletions from or eliminate any alterations of the provisions of this Indenture (including any of the terms and conditions of the TCPL Sub Notes) which, in the opinion of the Trustee (relying on the opinion of Counsel), are not materially prejudicial to the rights of the Holders and which are necessary or advisable in order to add any new provision incorporate, reflect or comply with Indenture Legislation; 12.1.6 adding to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding altering the provisions hereof in respect of the transfer of any series created prior TCPL Sub Notes, including provision for the exchange of TCPL Sub Notes of different denominations, in a manner which, in the opinion of the Trustee (relying on the opinion of Counsel), is not materially prejudicial to the execution rights of such supplemental indenture that is entitled to the benefit Holders; 12.1.7 correcting or rectifying any ambiguities, defective provisions, errors or omissions herein, provided that, in the opinion of such provisions; orthe Trustee (relying on the opinion of Counsel), neither the rights of the Trustee nor the Holders are materially prejudiced thereby; (e) to establish 12.1.8 providing for the form or terms issue of Securities TCPL Sub Notes of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change Series; and 12.1.9 any of other purpose not inconsistent with the provisions terms of this Indenture as shall be necessary to provide for or facilitate provided that, in the administration opinion of the trusts hereunder by more than one TrusteeTrustee (relying on the opinion of Counsel), pursuant to the requirements of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office rights of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders Trustee and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if Holders are in no way materially prejudiced thereby; provided that the Trust Indenture Act as Trustee may in effect at its discretion decline to enter into any supplemental indenture which in the date opinion of the execution and delivery of this Indenture or at any time thereafter Trustee would materially prejudice the Trustee when the supplemental indenture shall be amended andbecome effective.

Supplemental Indentures. SECTION 9.01Section 11.1. Supplemental Indentures without the Consent of the Debentureholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, Company and 44 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 then in effect), without the consent of the SecurityholdersDebentureholders, for one or more of the following purposes: (a) to evidence cure any ambiguity, defect, or inconsistency herein, or in the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orDebentures; (b) to comply with Article X; (c) to provide for uncertificated Debentures in addition to or in place of certificated Debentures; (d) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture Debentures or to surrender any right or power herein conferred upon the Company; (e) to add to, delete from, or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Debentures, as herein set forth; provided, however, ; (f) to make any change that in respect does not adversely affect the rights of any such additional covenant, restriction, condition or provision such supplemental indenture may Debentureholder in any material respect; (g) to provide for a particular period the issuance of grace after default (which period may and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to 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 furnished pursuant to the Trustee upon such default terms of this Indenture or may limit of the right Debentures, or to add to the rights of the holders of the Debentures; (h) to qualify or maintain the qualification of this Indenture under the Trust Indenture Act; or (i) to evidence a consolidation or merger involving the Company as permitted under Section 12.1. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time Outstanding, notwithstanding any of the provisions of Section 11.2. Section 11.2. Supplemental Indentures with Consent of the Debentureholders. With the consent (evidenced as provided in Section 10.1) of the holders of not less than a majority in aggregate principal amount of the Securities of such series Debentures at the time Outstanding, the Company, when authorized by Board Resolutions, and the Trustee may from time to waive such default; or time and at any time enter into an indenture or indentures supplemental hereto (c) which shall conform to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this the Trust Indenture and shall not adversely affect Act as then in effect) for the interests purpose of the holders of the Securities of adding any series; or (d) provisions to change or eliminate changing in any manner or eliminating any of the provisions of this Indenture or to add of any new provision to supplemental 45 indenture or of modifying in any manner not covered by Section 11.1 the rights of the holders of the Debentures under this Indenture; provided, however, that such change, elimination or addition 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 shall without the benefit consent of such provisions; or the holders of each Debenture then Outstanding and affected thereby, (ea) to establish extend the form or terms of Securities fixed maturity of any series as permitted by Section 2.01Debentures, reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon; or or (fb) to add any additional Events reduce the aforesaid percentage of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent ofDebentures, the holders thereofof which are required to consent to any such supplemental indenture; provided further, that if the Debentures are held by the Trust or a trustee of the Trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation preference of Trust Securities of the Trust shall have consented to such supplemental indenture; provided further, that if the Debentures are held by the Trust or a trustee of the Trust and for any other matters incidental thereto; or (i) if the consent of the holder of each Outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities of the Trust shall have consented to evidence and provide such supplemental indenture. It shall not be necessary for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any consent of the provisions Debentureholders affected thereby under this Section 11.2 to approve the particular form of this Indenture as any proposed supplemental indenture, but it shall be necessary to provide for or facilitate sufficient if such consent shall approve the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andsubstance thereof.

Supplemental Indentures. SECTION 9.01Section 10.1. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, The Authority and the Trustee may from time to time and at any time enter into an indenture or such indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the terms and provisions of hereof (which supplemental indentures shall thereafter form a part hereof): (a) To cure any ambiguity or formal defect or omission in this Indenture and shall Indenture, or in any supplemental indenture, which does not adversely affect the rights of the bondholders; (b) To grant to or confer upon the Trustee, for the benefit of the bondholders, any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the bondholders or the Trustee; (c) To subject to the pledge of this Indenture additional security, revenues, properties or collateral; (d) To modify, amend or supplement this Indenture or any Supplemental Indenture in such manner as to permit qualification under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America, and, if they so determine, to add to this Indenture or any indenture supplemental hereto such other terms, conditions and provisions as may be permitted by the Trust Indenture Act of 1939, as amended, or similar federal statute; (e) To evidence the appointment of a separate or co-trustee or the succession of a new Trustee hereunder or the succession of a new registrar or paying agent; (f) To authorize the issuance of additional bonds; or (g) For any other purpose which will not have a material adverse effect on the interests of the holders owners of the Securities bonds. Section 10.2. Subject to the terms and provisions contained in this section, and not otherwise, the owners of not less than fifty percent (50%) in aggregate principal amount of the bonds then outstanding shall have the right from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Authority and the Trustee of such indenture or indentures supplemental hereto as shall be deemed necessary or desirable by the Authority, for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided, however, that nothing herein contained shall permit or be construed as permitting without the consent of the owners of all bonds affected thereby: (a) an extension of the maturity of the principal or interest on any bond issued hereunder; or (b) a reduction in the principal amount of any seriesbond or the redemption premium or the rate of interest thereon; or (c) the creation of a lien upon the Lease rental and other income ranking prior to or on a parity with the lien created by this Indenture; or (d) a preference or priority of any bond or bonds over any other bond or bonds; or (e) a reduction in the aggregate principal amount of the bonds required for consent to change such supplemental indenture; or eliminate Nothing herein contained, however, shall be construed as making necessary the approval by the bondholders of the execution of any supplemental indenture or indentures as authorized in Section 10.1 of this Article. If at any time the Authority shall request the Trustee to enter into any supplemental indenture for any of the provisions purposes of this Indenture or section, the Trustee shall, at the expense of the Authority, give notice by mail, postage prepaid, to add any new provision to this Indenture; providedall registered owners of bonds. Such notice shall be prepared by the Authority, shall briefly set forth the nature of the proposed supplemental indenture and shall state that a copy thereof is on file at the office of the Trustee for inspection by all bondholders. The Trustee shall not, however, that be subject to any liability to any bond owner by reason of its failure to mail the notice required by this section, and any such changefailure shall not affect the validity of such supplemental indenture when consented to and approved as provided in this section. Whenever, elimination at any time within one (1) year after mailing of such notice, the Authority shall deliver to the Trustee an instrument or addition instruments purporting to be executed by the owners of not less than fifty percent (50%) in aggregate principal amount of the bonds then outstanding, which instrument or instruments shall become effective only when there is no Security outstanding refer to the proposed supplemental indenture described in such notice and shall specifically consent to and approve the execution thereof in substantially the form of the copy thereof referred to in such notice as on file with the Trustee; thereupon, but not otherwise, the Trustee may execute such supplemental indenture in substantially such form, without liability or responsibility to any owner of any series created prior bond, whether or not such owner shall have consented thereto. If the owners of not less than fifty percent (50%) in aggregate principal amount of the bonds outstanding at the time of the execution of such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no owner of any bond shall have any right to object to the execution of such supplemental indenture that is entitled or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Authority from executing the same, or from taking any action pursuant to the benefit of such provisions; or (e) to establish provisions thereof. Upon the form or terms of Securities execution of any series as permitted by Section 2.01; or (f) supplemental indenture pursuant to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this section, the Indenture as shall be, and shall be necessary to provide for or facilitate deemed, modified and amended in accordance therewith, and the administration respective rights, duties and obligations under this Indenture of the trusts hereunder by more than one Authority, the Trustee, pursuant and all registered owners of bonds then outstanding shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. Section 10.3. The Trustee is authorized to join with the requirements Authority in the execution of any such supplemental indenture and to make the further agreements and stipulations which may be contained therein. Any supplemental indenture executed in accordance with the provisions of this Article Seven; or (j) to change any place or places where (1) the principal shall thereafter form a part of and premium, if anythis Indenture, and interestall the terms and conditions contained in any such supplemental indenture as to any provision authorized to be contained therein shall be, if any, on all or any series of Securities and shall be payabledeemed to be, (2) part of the terms and conditions of this Indenture for any and all or purposes. Section 10.4. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of any series of Securities counsel approved by it who may be surrendered counsel for registration of transferthe Authority, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, as conclusive evidence that any such place shall be located proposed supplemental indenture complies with the provisions of this Indenture, and that it is proper for the Trustee, under the provisions of this Article, to join in New Yorkthe execution of such supplemental indenture. Section 10.5. Notwithstanding anything contained in the foregoing provisions of this Indenture, New York or be the principal office rights and obligations of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders Authority and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date owners of the execution bonds, and delivery the terms and provisions of the bonds and this Indenture Indenture, or at any time thereafter shall supplemental indenture, may be amended andmodified or altered in any respect with the consent of the Authority and the consent of the owners of all the bonds then outstanding.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture(a) The Issuer, the CompanyServicer, the Club Trustee, the Backup Servicer, the Indenture Trustee, the Paying Agent and the Custodian, when authorized by a Board Resolutionan Issuer Order, at any time and the Trustee may from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto (which shall conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as then in effect)Trustee, without the consent of the Securityholdersany Noteholder, for one or more any of the following purposes: (ai) to evidence correct or amplify the succession description of another person any property at any time subject to the CompanyLien of this Indenture, or to better assure, convey and confirm unto the assumption by Indenture Trustee any such successor of the covenants of the Company contained herein property subject or otherwise established with respect required to be subjected to the Securities; or (b) to add to the covenants Lien of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthIndenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default action pursuant to this clause (which period may be shorter or longer than that allowed in the case of other defaultsi) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of Noteholders in any seriesrespect; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (iii) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Indenture Trustee with respect to the Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Article SevenSection 7.9 hereof; oror 77 (jiii) to change cure any place ambiguity, to correct or places where supplement any provision herein which may be defective or inconsistent with any other provision herein or to conform the provisions herein to the descriptions set forth in the Offering Circular, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any action pursuant to clauses (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payablei), (2ii) all or (iii) shall not adversely affect the interests of any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; orNoteholder. (kb) The Indenture Trustee shall promptly deliver, at least five Business Days prior to provide for the payment by the Company effectiveness thereof, to each Noteholder and each Rating Agency, a copy of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) any supplemental indenture entered into pursuant to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSection 9.1(a).

Supplemental Indentures. SECTION 9.01Section 7.01. In addition to Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 9.01 of the Base Indenture shall be amended by replacing the text thereof with the following: “Without the consent of any supplemental indenture otherwise authorized by this IndentureHolders of the Notes, 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 then in effect), without the consent of the Securityholders, for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another person Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to and in the SecuritiesSecurities contained; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of the Securities Holders of all or any seriesseries of Securities (and if such covenants are to be for the benefit of 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 a default or an Event Events of Default with respect to such series permitting for the enforcement benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the several remedies provided in this Indenture as herein set forthbenefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional covenant, restriction, condition or provision Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders Holders of a majority in aggregate principal amount of the that or those series of Securities to which such additional Events of such series Default apply to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, provided that any such change, change or elimination or addition shall become effective only when there is no Security outstanding Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionsprovision; or (e) to secure the Securities; or (f) to establish the form or terms of Securities of any series as permitted by Section Sections 2.01; or , including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (f) to add any additional Events of Default with respect to all or any series of outstanding Securitiesincluding the Company); or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (jh) to change cure any place ambiguity, to correct or places where supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (1i) to supplement any of the principal provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and premium, if any, and interest, if any, on all or discharge of any series of Securities pursuant to Sections 11.01, 14.02 and 14.03; provided that any such action shall be payable, (2) all not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect. Any supplemental indenture authorized by the provisions of this Section may be surrendered executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.” Section 7.02. Except as may be provided in a Future Supplemental Indenture, for registration the benefit of transfer, (3) all or any the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 9.02 of the Base Indenture shall be amended by replacing the text thereof with the following: “With the consent of the Holders of not less than a majority in aggregate principal amount of all Outstanding Notes affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may be surrendered enter into an indenture or indentures supplemental hereto for exchange and (4) notices and demands the purpose of adding any provisions to or upon changing in any manner or eliminating any of the Company in respect provisions of all or any series of Securities and this Indenture may be servedthat affects the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note: (a) change the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or interest on, any Note; or reduce the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest thereon), or any premium payable upon the redemption thereof, or reduce the portion of the principal of a Note that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.01(b), or upon the redemption thereof or the amount thereof provable in bankruptcy pursuant to Section 6.02(c), or adversely affect any right of repayment at the option of the Holder, or change any place of payment where, or the currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such place shall be located payment on or after the Stated Maturity thereof (or, in New York, New York the case of redemption or be repayment at the principal office option of the Company; Holder, on or after the Redemption Date), or (kb) to provide for reduce the payment by the Company of additional amounts percentage in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality principal amount of the foregoingOutstanding Notes, if the Trust Indenture Act as in effect at consent of whose Holders is required for any such supplemental indenture, or the date consent of the execution and delivery whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or at certain defaults hereunder and their consequences) provided for in this Indenture, or reduce any time thereafter requirements of Section 8.01 for quorum or voting, or (c) modify any of the provisions of this Section or Section 6.01(c) except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Note with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 7.11 and 9.01(h). It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be amended andsufficient if such Act shall approve the substance thereof. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.”

Supplemental Indentures. SECTION 9.01. In addition From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyTrustee and, when authorized by a Board Resolutionresolution of the directors of Corporation, the Corporation, may, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes, in each case, subject to the approval of the TSXV, if required: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders Debentureholders or providing for events of the Securities of all or any seriesdefault, and in addition to make the occurrence, or the occurrence and continuance, of a default in any of those herein specified; (b) making such additional covenants, restrictions, conditions or provisions a default or an Event of Default not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (c) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; orIndenture; (d) giving effect to change any Extraordinary Resolution passed as provided in Article 12; and (e) for any other purpose not inconsistent with the terms of this Indenture. Unless the supplemental indenture requires the consent or eliminate concurrence of the Debentureholders, by Extraordinary Resolution, the consent or concurrence of the Debentureholders shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Corporation and the Trustee may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in a currency other than Dollars order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders, provided that, in the opinion of the Trustee (relying on an opinion of Counsel of recognized standing), the rights of the Debentureholders are in no way prejudiced thereby. Further, the Corporation and the Trustee may, without the consent or concurrence of the Debentureholders, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which they shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingCorporation provided for the issue of Debentures, if providing that in the Trust Indenture Act as in effect at the date opinion of the execution and delivery Trustee (relying upon an opinion of this Indenture or at any time thereafter shall be amended andCounsel) the rights of the Debentureholders are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.0110.1 PURPOSES FOR WHICH SUPPLEMENTAL INDENTURE MAY BE ENTERED INTO WITHOUT CONSENT OF HOLDERS. In addition to any supplemental indenture otherwise authorized by this Indenture, the CompanyThe Issuers, when authorized by a resolution of the Board Resolutionof Directors, and the Trustee may from time to time and at any time time, without the consent of Holders, enter into an indenture Indenture or indentures Indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without force at the consent date of the Securityholders, execution thereof) for one or more of the following purposes: (a) to evidence the succession pursuant to Article IV of another person Person to either of the CompanyIssuers, or successive successions, and the assumption by any such successor the Successor Company (as defined in Section 4.1) of the covenants covenants, agreements and obligations of the Company contained herein or otherwise established with respect to EOTT Finance, as the Securities; orcase may be, in this Indenture and in the Notes; (b) to surrender any right or power herein conferred upon the Issuers, to add to the covenants of the Company Issuers such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities Holders of all or any seriesNotes as the Board of Directors shall consider to be for the protection of the Holders of such Notes, and to make the occurrence, or the occurrence and continuance, of a default Default in any of such additional covenants, restrictions, conditions or provisions a default Default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthIndenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default Default (which period may be shorter or longer than that allowed in the case of other defaultsDefaults) or may provide for an immediate enforcement upon such default Default or may limit the remedies available to the Trustee upon such default Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series Notes to waive such default; or; (c) to cure any ambiguity or to correct or supplement any provision contained herein herein, in any supplemental Indenture or in any supplemental indenture which Notes that may be defective or inconsistent with any other provision contained herein herein, in any -77- supplemental Indenture or in the Notes; to convey, transfer, assign, mortgage or pledge any supplemental indentureproperty to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders any Holders of the Securities of any series; orNotes; (d) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any Indenture supplemental hereto under the Trust Indenture Act as then in effect, except that nothing herein contained shall permit or authorize the inclusion in any Indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the Trust Indenture Act; (e) to add to or change or eliminate any of the provisions of this Indenture to change or to add eliminate any new provision to this Indenturerestrictions on the payment of principal of, or premium, if any, or interest on, Registered Notes; provided, however, provided that any such change, elimination or addition action shall become effective only when there is no Security outstanding not adversely affect the holders of the Notes in any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; ormaterial respect; (f) to add any additional Events of Default comply with respect to all or any series of outstanding Securities; orArticle IV; (g) to provide collateral security for the Securities; orissuance of PIK Notes; (h) to provide for add Subsidiary Guarantees with respect to the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for Notes or to secure the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental theretoNotes; orand (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities Notes. The Trustee is hereby authorized to join with the Issuers in the execution of one or more series any such supplemental Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to add accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental Indenture which affects the Trustee's own rights, duties or change immunities under this Indenture or otherwise. Any supplemental Indenture authorized by the provisions of this Section 10.1 may be executed by the Issuers and the Trustee without the consent of the Holders of Notes at the time Outstanding, notwithstanding any of the provisions of Section 10.2. After an amendment under this Indenture as Section 10.1 becomes effective, the Issuers shall be necessary mail to provide for or facilitate the administration Holders of the trusts hereunder by more than one TrusteeNotes affected thereby a notice briefly describing such amendment. The failure to give such notice to all such Holders, pursuant to the requirements of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series defect therein, shall not impair or affect the validity of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and an amendment under this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSection 10.1.

Supplemental Indentures. SECTION 9.01. In addition Subject to any supplemental indenture otherwise authorized by this Indentureapproval that may be required pursuant to the requirements of the TSX-V, from time to time the CompanyDebenture Agent and, when authorized by a Board Resolutionresolution of the Directors, the Corporation, may, and the Trustee may from time to time shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence 15.1.1 providing for the succession issuance of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; oradditional Debentures under this Indenture; (b) to add 15.1.2 adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition to make the occurrence, or the occurrence and continuance, of a default in any of those herein specified; 15.1.3 making such additional covenants, restrictions, conditions or provisions a default or an Event of Default not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Debenture Agent relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; 15.1.4 evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and Indenture; 15.1.5 giving effect to any Extraordinary Resolution passed as provided in Article 12; and 15.1.6 for any other purpose not inconsistent with the terms of this Indenture, provided that, in the opinion of the Debenture Agent (relying on an opinion of counsel), the rights of the Debentureholders are in no way prejudiced thereby, provided that, in no event shall not adversely affect the interests Debenture Agent enter into any deed or indenture supplemental hereto for the purpose of making, evidencing or giving effect to any change to Article 5 hereof without the written consent of an Eligible Senior Creditor. Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the Securities case may be, by Extraordinary Resolution, the consent or concurrence of any series; or (d) to change Debentureholders or eliminate the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Corporation and the Debenture Agent may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Corporation and the Debenture Agent may without the consent or concurrence of the Debentureholders or the holders of a currency other than Dollars particular series of Debentures, as the case may be, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingCorporation provided for the issue of Debentures, if providing that in the Trust Indenture Act as in effect at the date opinion of the execution Debenture Agent (relying upon an opinion of Counsel) the rights of the Debentureholders and delivery of this Indenture or at any time thereafter shall be amended andthe Senior Creditors are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.01Section 11.1. Supplemental Indentures without the Consent of the Debentureholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the SecurityholdersDebentureholders, for one or more of the following purposes: (a) to evidence cure any ambiguity, defect, or inconsistency herein, or in the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orDebentures; (b) to provide for uncertificated Debentures in addition to or in place of certificated Debentures; (c) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity Debentures or to correct surrender any right or supplement any provision contained power herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with conferred upon the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; orCompany; (d) to make any change or eliminate any of that does not adversely affect the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding rights of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisions; orDebentureholder in any material respect; (e) to establish qualify or maintain the form or terms qualification of Securities of any series as permitted by Section 2.01this Indenture under the Trust Indenture Act; or (f) to add evidence a consolidation or merger involving the Company as permitted under Section 12.1. The Trustee is hereby authorized to join with the Company in the execution of any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice tosuch supplemental indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but the solicitation Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the Company and the Trustee without the consent of the vote or consent ofholders of any of the Debentures at the time Outstanding, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSection 11.2.

Supplemental Indentures. SECTION 9.01. In addition Subject to any supplemental indenture otherwise authorized the provisions of this Indenture, from time to time the Corporation and the Trustee may execute and deliver and, when so directed by this Indenture, the Companythey shall execute and deliver by their proper officers, when authorized by a Board Resolutionindentures or instruments supplemental hereto, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more or all of the following purposes: (a) to evidence setting forth adjustments in the succession application of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orArticle Two; (b) to add adding to the provisions hereof such additional covenants and enforcement provisions as in the opinion of counsel are necessary or advisable, provided that the same, in the opinion of the Company such further covenantsTrustee relying on the opinion of counsel, restrictions, conditions or provisions for are not prejudicial to the protection interests of the holders of the Securities of all or any series, and to make the occurrence, or the occurrence and continuance, of Warrantholders as a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orgroup; (c) giving effect to cure any ambiguity or to correct or supplement any provision contained herein or extraordinary resolution passed as provided in any supplemental indenture which Article Eight; (d) making such provisions not inconsistent with this Indenture as may be defective necessary or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture hereunder, provided that such provisions are not, in the opinion of the Trustee relying on the opinion of counsel, prejudicial to the interests of the Warrantholders as shall a group; (e) adding to or amending the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants and making any modification in the forms of the Warrant certificates that does not be inconsistent with affect the substance thereof; (f) making any additions to, deletions from or alterations to the provisions of this Indenture which, in the opinion of the Trustee relying on the advice of counsel, do not materially and shall not adversely affect the interests of the holders of the Securities of Warrantholders and are necessary or advisable in order to incorporate, reflect or comply with any seriesApplicable Legislation; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; orand (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for purpose not inconsistent with the acceptance terms of appointment hereunder by a separate this Indenture, including the correction or successor Trustee with respect to rectification of any ambiguities, defective or inconsistent provisions, errors or omissions herein, provided that, in the Securities of one or more series and to add to or change any opinion of the provisions Trustee relying on the opinion of this Indenture as shall be necessary to provide for or facilitate counsel, the administration rights of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or (j) to change any place or places where (1) the principal of Trustee and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts Warrantholders as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andgroup are not prejudiced thereby.

Supplemental Indentures. SECTION 9.01Section 801 Supplemental Indentures without Consent of Holders. In addition to Without the consent of any supplemental indenture otherwise authorized by this IndentureHolders of Subordinated Notes, the Company, Company (when authorized by or in accordance with 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 then in effect), without the consent of the Securityholders, 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 person Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to and in the Securities; orSubordinated Notes; (b2) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of Holders (as will be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Securities of all or any series, 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 Company with respect to such series permitting the enforcement of all or any of the several remedies provided in Subordinated Notes issued under this Indenture (as herein set forth; provided, however, that will be specified in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orindentures); (c3) to cure permit or facilitate the issuance of Subordinated Notes in uncertificated or global form, provided any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall action will not adversely affect the interests of the holders of the Securities of any series; orHolders; (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i4) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series Subordinated Notes and to add to or change any of the provisions of this Indenture as shall will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to in accordance with the requirements of Article Seven; orSection 510; (j5) to change cure any place ambiguity or places where (1) the principal of and premium, if any, and interest, if any, on all to correct or supplement any series of Securities shall be payable, (2) all or any series of Securities provision herein that may be surrendered for registration of transfer, (3) all defective or any series of Securities that may be surrendered for exchange and inconsistent with any other provision herein; (46) notices and demands to make any other provisions with respect to matters or upon the Company in respect of all or any series of Securities and questions arising under this Indenture may that will not adversely affect the interests of the Holders of then Outstanding Subordinated Notes; (7) to add any additional Events of Default (as will be served; providedspecified in such supplemental indenture); (8) to supplement any of the provisions of this Indenture to such extent as will be necessary to permit or facilitate the Legal Defeasance, howeverCovenant Defeasance and/or satisfaction and discharge of the Subordinated Notes in accordance with Article III, provided that any such place shall be located in New York, New York or be action will not adversely affect the principal office interests of the Company; orany Holder; (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l9) to provide for the issuance of Securities denominated Exchange Notes; (10) to conform any provision in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting this Indenture to the generality requirements of the foregoing, if the Trust Indenture Act as in effect at Act; or (11) to make any change that does not adversely affect the date legal rights under this Indenture of any Holder. Section 802 Supplemental Indentures with Consent of Holders. With the consent of the execution Holders of not less than a majority in aggregate principal amount of the Outstanding Subordinated Notes, by Act of said Holders delivered to the Company and delivery the Trustee, the Company (when authorized by or in accordance with a Board Resolution), and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or at of the Subordinated Notes or of modifying in any manner the rights of the Holders under this Indenture; provided, that no such supplemental indenture, without the consent of the Holder of each Outstanding Subordinated Note affected thereby, will (1) reduce the rate of or change the time for payment of interest, including Defaulted Interest, on any Subordinated Notes; (2) reduce the principal of or change the Stated Maturity of any Subordinated Notes, or change the date on which any Subordinated Notes may be subject to redemption or reduce the Redemption Price therefore; (3) make any Subordinated Note payable in money other than Dollars; (4) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Subordinated Note on or after the due date thereof or to bring suit to enforce such payment, (5) reduce the percentage in principal amount of the Outstanding Subordinated Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in Section 412 or Section 906 of this Indenture, or (6) modify any of the provisions of this Section 802, Section 412 or Section 906, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Subordinated Note affected thereby. It will not be necessary for any Act of Holders under this Section 802 to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such Act will approve the substance thereof. Section 803 Execution of Supplemental Indentures. As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article VIII or the modifications thereby of the trust created by this Indenture, the Trustee will be entitled to receive, and (subject to Section 501) will be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel to the effect that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by, and is a valid, binding and enforceable obligation of, the Company, subject to customary exceptions. The Trustee may, but will not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Section 804 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article VIII, this Indenture will be modified in accordance therewith, and such supplemental indenture will form a part of this Indenture for all purposes; and every Holder theretofore or thereafter authenticated and delivered hereunder shall be amended andbound thereby. Section 805 Reference in Subordinated Notes to Supplemental Indentures. Subordinated Notes authenticated and delivered after the execution of any supplemental indenture in accordance with this Article VIII may, and will if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture. If the Company will so determine, new Subordinated Notes so modified as to conform, in the opinion of the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Subordinated Notes.

Supplemental Indentures. SECTION 9.0112.1. In addition to any Company and Trustee may enter into supplemental indenture otherwise authorized by this Indenturefor special purposes. Without the consent of any of the holders of Debt Securities, the Company, when authorized by a resolution of its Board Resolutionof Directors, and, upon receipt of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, is duly authorized by all necessary corporate action, constitutes the legal, valid and binding obligation of the Company and is in compliance with applicable law, the Trustee may from time to time and at any time time, subject to the conditions and restrictions in this Indenture contained, may enter into an indenture or indentures supplemental hereto (which shall conform in form satisfactory to the provisions of the Trust Indenture Act as then in effect)Trustee, without the consent of the Securityholderswhich thereafter shall form a part hereof, for any one or more of the following purposes: (a) to evidence the succession of another person add to the Company, covenants and the assumption by any such successor of the covenants agreements of the Company contained and the Guarantors in this Indenture contained, other covenants and agreements thereafter to be observed for the benefit of the holders of all or any series of Debt Securities (and if such covenants and agreements are to be for the benefit of less than all series of Debt Securities, stating that such covenants and agreements are expressly being included solely for the benefit of such series) or to surrender any right or power herein reserved to or otherwise established with respect to conferred upon the SecuritiesCompany or the Guarantors; or (b) to add cure any ambiguity or to the covenants of the Company such further covenantscure, restrictions, conditions correct or provisions for the protection of the holders of the Securities of all supplement any defect or any series, 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 such series permitting the enforcement of all or any of the several remedies provided inconsistent provision contained in this Indenture as herein set forth; provided, however, that or in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such defaultindenture; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not which may be inconsistent with the provisions of necessary or desirable, or otherwise change this Indenture and in any manner which shall not adversely affect the interests of the holders of the Debt Securities of any series; or (d) to change evidence the succession of another corporation to the Company or eliminate any Guarantor, or successive successions, and the assumption by the successor corporation of the provisions covenants, agreements and obligations of this Indenture the Company or any Guarantor pursuant to add any new provision Article X and to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding provide for the adjustment of any series created prior conversion rights pursuant to the execution of such supplemental indenture that is entitled to the benefit of such provisionsSection 13.7; or (e) to establish the form or terms of the Debt Securities of any series as permitted by Section 2.01Sections 2.1 and 2.2; or (f) to change or eliminate any of the provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.2(11), any such change or elimination shall become effective only when there is no Debt Security outstanding of any series created prior thereto which is entitled to the benefit of such provision; or (g) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Debt Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to provide for uncertificated Debt Securities in addition to certificated Debt Securities (so long as any "REGISTRATION-REQUIRED OBLIGATION" within the meaning of Section 163(f)(2) of the Code is in registered form for purposes of the Code); or (h) to amend or supplement any provision contained herein, which was required to be contained herein in order for this Indenture to be qualified under the Trust Indenture Act of 1939, if the Trust Indenture Act of 1939 or regulations thereunder change what is so required to be included in qualified indentures, in any manner not inconsistent with what then may be required for such qualification; or (i) to add any additional Events of Default with respect (and if such Events of Default are to be applicable to less than all or any series of outstanding Debt Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); or (gj) to provide collateral convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Debt Securities of one or more series and any property or assets; or (k) to add a Guarantor; or (l) to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate contemplated in Section 11.7(b); and the administration of the trusts hereunder by more than one Trustee, pursuant to Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Article Seven; or (j) XII contained shall affect or limit the right or obligation of the Company to change execute and deliver to the Trustee any place instrument of further assurance or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities other instrument which elsewhere in this Indenture it is provided shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands delivered to or upon the Trustee. The Trustee shall join with the Company in respect the execution of all or any series of Securities such supplemental indenture, make any further appropriate agreements and this Indenture stipulations which may be served; providedtherein contained and accept the conveyance, howevertransfer, that assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such place shall be located in New Yorksupplemental indenture which adversely affects the Trustee's own rights, New York duties or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 12.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the holders of any of the Debt Securities at the time Outstanding, notwithstanding any time thereafter shall be amended andof the provisions of Section 12.2.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect), without the consent of the Securityholders, for one or more of the following purposes:; (a) to evidence the succession of another person corporation to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series as the Board of Directors and the Trustee shall consider to be for the protection of the holders of Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture Indenture, provided that any such change or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provisions; orprovision. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02. SECTION 9.02. With the consent (eevidenced as provided in Section 8.01) to establish of the form or terms holders of not less than a majority in aggregate principal amount of the Securities of any each series as permitted affected by Section 2.01; or (f) to add any additional Events of Default with respect to all such supplemental indenture or any series of outstanding Securities; or (g) to provide collateral security for indentures at the Securities; or (h) to provide for time Outstanding, the authentication and delivery of bearer securities and coupons appertaining thereto representing interestCompany, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice towhen authorized by a Board Resolution, and the solicitation 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 vote or consent of, the holders thereof, and for any other matters incidental thereto; or (iTrust Indenture Act of 1939 as then in effect) to evidence and provide for the acceptance purpose of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add adding any provisions to or change changing in any manner or eliminating any of the provisions of this Indenture as shall be necessary to provide for or facilitate of any supplemental indenture or of modifying in any manner the administration rights of the trusts hereunder by more than one Trustee, pursuant to holders of the requirements Securities of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any such series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and under this Indenture may be servedIndenture; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such place shall be located in New Yorksupplemental indenture, New York or be without the principal office consent of the holders of each Security then Outstanding and affected thereby. Upon the request of the Company; or (k) , accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to provide consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. It shall not be necessary for the payment consent of the Securityholders of any series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of additional amounts any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, setting forth in respect of certain taxes imposed on certain holders and for general terms the treatment substance of such additional amounts supplemental indenture, to the Securityholders of all series affected thereby as interest their names and for all matters incidental thereto; oraddresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (l) SECTION 9.03. Upon the execution of any supplemental indenture pursuant to provide for the issuance provisions of this Article or of Section 10.01, this Indenture shall, with respect to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoingseries affected thereby shall thereafter be determined, if exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the Trust Indenture Act as in effect at the date terms and conditions of any such supplemental indenture shall be and be deemed to be part of the execution terms and delivery conditions of this Indenture for any and all purposes. SECTION 9.04. Securities of any series, affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or at of Section 10.01, may bear a notation in form approved by the Trustee, provided such form meets the requirements of any time thereafter exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new Securities of that series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be amended andprepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding. SECTION 9.05. The Trustee, subject to the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof.

Supplemental Indentures. SECTION 9.01901. In addition to Supplemental Indentures Without Consent of Holders. Without the consent of any supplemental indenture otherwise authorized by this IndentureHolders, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions, 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 then in effect), without the consent of the Securityholders, 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 person Person to the Company, Company or any Subsidiary Guarantor and the assumption by any such successor of the covenants of the Company contained or any Subsidiary Guarantor herein and in the Securities or otherwise established with respect to Subsidiary Guarantees, as the Securitiescase may be; or (b2) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions the Subsidiary Guarantors for the protection benefit of the holders of the Securities Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series, and ) or to make surrender any right or power herein conferred upon the occurrence, Company or the occurrence and continuance, of a default in Subsidiary Guarantors; or (3) to add any of such additional covenants, restrictions, conditions or provisions a default or an Event Events of Default with respect to such series permitting for the enforcement benefit of the Holders of all or any series of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any Securities (and if such additional covenantEvents of Default are to be for the benefit of less than all series of Securities, restriction, condition or provision stating that such supplemental indenture may provide additional Events of Default are expressly being included solely for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities benefit of such series to waive such defaultseries); or (c4) to cure add to or change any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and shall not adversely affect with or without interest coupons, or to permit or facilitate the interests issuance of the holders of the Securities of any seriesin uncertificated form; or (d5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provisionsprovision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (e6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Section 2.01Sections 201 and 301; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) 8) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article SevenSection 611; or (j9) to change cure any place ambiguity, to correct or places where (1) the principal of and premium, if any, and interest, if any, on all or supplement any series of Securities shall be payable, (2) all or any series of Securities provision herein which may be surrendered for registration of transfer, (3) all defective or inconsistent with any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Companyother provision herein; or (k10) to provide for make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the payment by interests of the Company Holders of additional amounts Securities of any series in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental theretoany material respect; or (l11) to provide for add new Subsidiary Guarantors; or (12) to make any change to the issuance provisions of Securities denominated in a currency other than Dollars Article Twelve or in a composite currency and for all matters incidental thereto. Without limiting Article Fourteen that limits or terminates the generality benefits applicable to any holder of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSenior Debt.

Supplemental Indentures. SECTION 9.01without the Consent of the -------------------------------------------------- Debentureholders. In addition to any supplemental indenture otherwise authorized ---------------- by this Indenture, the Company, when authorized by a Board Resolution, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the SecurityholdersDebentureholders, for one or more of the following purposes: (a) to evidence cure any ambiguity, defect or inconsistency herein, or in the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orDebentures; (b) to comply with Article X; (c) to provide for uncertificated Debentures in addition to or in place of certificated Debentures; (d) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity Debentures or to correct surrender any right or supplement any provision contained power herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with conferred upon the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; orCompany; (e) to establish add to, delete from or revise the form conditions, limitations and restrictions on the authorized amount, terms or terms purposes of Securities issue, authentication and delivery of any series Debentures, as permitted by Section 2.01; orherein set forth; (f) to add make any additional Events change that does not adversely affect the rights of Default with respect to all or any series of outstanding Securities; orDebentureholder in any material respect; (g) to provide collateral security for the Securities; orissuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or of the Debentures, or to add to the rights of the holders of the Debentures; (h) to provide for qualify or maintain the authentication and delivery qualification of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for this Indenture under the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental theretoTrust Indenture Act; or (i) to evidence and provide for a consolidation or merger involving the acceptance Company as permitted under Section 12.1. The Trustee is hereby authorized to join with the Company in the execution of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series any such supplemental indenture, and to add make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee's own rights, duties or change immunities under this Indenture or otherwise (and no such supplemental indenture shall be binding on the Trustee unless executed by the Trustee). Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time Outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSection 11.2.

Supplemental Indentures. SECTION 9.01. In addition 7.1 Supplemental Indentures From time to any supplemental indenture otherwise authorized time the Company and the Warrant Agent may, subject to the provisions of this Indenture, and they will, when so directed by this Indenture, the Companyexecute and deliver by their proper officers, when authorized by a Board Resolutionindentures or instruments supplemental hereto, 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 then in effect), without the consent of the Securityholdersthereafter will form part hereof, for any one or more or all of the following purposes: (a) to evidence setting forth adjustments in the succession application of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orArticle 2; (b) to add adding to the provisions hereof such additional covenants and enforcement provisions as in the opinion of counsel are necessary or advisable, provided that the same are not in the opinion of the Company such further covenantsWarrant Agent, restrictionsrelying on the opinion of counsel, conditions or provisions for prejudicial to the protection interests of the holders of the Securities of all or any series, and to make the occurrence, or the occurrence and continuance, of Warrantholders as a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orgroup; (c) giving effect to cure any ambiguity or to correct or supplement any provision contained herein or Extraordinary Resolution passed as provided in any supplemental indenture which Article 6; (d) making such provisions not inconsistent with this Indenture as may be defective necessary or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture hereunder provided that such provisions are not, in the opinion of the Warrant Agent, relying on the opinion of counsel, prejudicial to the interests of the Warrantholders as shall a group; (e) adding to or amending the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the forms of the Warrant Certificate which does not be inconsistent with affect the substance thereof; (f) making any additions to, deletions from or alterations of the provisions of this Indenture which, in the opinion of the Warrant Agent, relying on the opinion of counsel, do not materially and shall not adversely affect the interests of the holders of the Securities of Warrantholders and are necessary or advisable in order to incorporate, reflect or comply with any series; orApplicable Legislation; (dg) to change or eliminate modifying any of the provisions of this Indenture or relieving the Company from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective if in the opinion of the Warrant Agent, relying on the opinion of counsel, the modification or relief impairs any of the rights of the Warrantholders provided hereunder, or of the Warrant Agent, and provided that the Warrant Agent may in its sole discretion decline to add enter into any new provision supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative; (h) evidencing any succession, or successive successions, of other bodies corporate to the Company and the assumption by any successor of the obligations of the Company herein and in the Warrant Certificates as provided in section 7.2; and (i) for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors or omissions herein, provided that, in the opinion of the Warrant Agent, relying on the opinion of counsel, the rights of the Warrant Agent and of the Warrantholders as a group are not prejudiced thereby; provided, however, that such changeno amendment may be made to this Warrant Indenture by supplement or otherwise, elimination or addition shall become effective only when there is no Security outstanding without the prior written consent of any series created prior each Principal Securities Exchange (to the execution of such supplemental indenture that is entitled to the benefit of such provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment extent required by the Company of additional amounts in respect of certain taxes imposed on certain holders rules and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andregulations thereof).

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as then in effect), without force at the consent date of the Securityholders, execution thereof) for one or more of the following purposes: (a) to evidence the succession of another person convey, transfer, assign, mortgage or pledge to the Company, and Trustee as security for the assumption by Securities of one or more series any such successor of the covenants of the Company contained herein property or otherwise established with respect to the Securities; orassets; (bc) 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 of the Securities of all or any seriesSecurities, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default an Event of Default or may limit the remedies available to the Trustee upon such default an Event of Default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such affected series to waive such default; oran Event of Default; (cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, ; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture and shall not [materially] 2/ adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; orSecurities; (e) to establish the form or terms of Securities of any series as permitted by Section Sections 2.01; or, 2.02 and 2.03; (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 -------------------- 2/ Not in Pain▇ ▇▇▇b▇▇. 88 71 by more than one Trusteetrustee, pursuant to the requirements of Article SevenSection 7.11; orand (jg) to add to, change or eliminate any place of the provisions of this Indenture; provided that any such addition, change or places where elimination (1i) 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 then 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 affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02. SECTION 9.02. With the consent (evidenced as provided in Article VIII) of the holders of not less than a majority in aggregate principal amount of and premiumthe Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), if any(and, and interest, if any, on all or in the case of any series of Securities held as trust assets of a JPM Capital Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of the holders of the Preferred Securities and the Common Securities of such JPM Capital Trust as may be required under the Declaration of Trust of such JPM Capital Trust), the Company, when authorized by a Board Resolution, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of 89 72 each such series; provided that no such supplemental indenture shall (a) extend the final maturity of any Security, or reduce the principal amount thereof or the method in which amounts of payments of principal or interest thereon are determined, or reduce the rate or extend the time of payment of interest thereon, [or change the coin or currency or units based on or related to currencies (including ECU) of payment thereof,] 3/ or the method in which amounts of payments of principal or interest thereon are determined, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Security that would be payabledue and payable upon an acceleration of the maturity thereof pursuant to Section 6.01 or the amount thereof provable in bankruptcy pursuant to Section 6.02, or impair or affect the right of any Security holder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Security holder without the consent of the holder of each Security so affected, or (2b) all or reduce the aforesaid percentage of Securities of any series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of each Security (and, in the case of any series of Securities held as trust assets of a JPM Capital Trust and with respect to which a Security Exchange has not theretofore occurred, such consent of the holders of the Preferred Securities and the Common Securities of such JPM Capital Trust as may be surrendered required under the Declaration of Trust of such JPM Capital Trust) so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for registration the benefit of transfer, (3) all one or any more particular series of Securities may be surrendered for exchange and (4) notices and demands to or upon which modifies the Company in respect rights of all or any series the holders of Securities and of such series with respect to such covenant or other provision shall be deemed not to affect the rights under this Indenture may be served; provided, however, that of the holders of any such place shall be located in New York, New York or be other series. Upon the principal office request of the Company; or (k) to provide for the payment , accompanied by a copy of a Board Resolution certified by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars secretary or in a composite currency and for all matters incidental thereto. Without limiting the generality an assistant secretary of the foregoing, if the Trust Indenture Act as in effect at the date of Company authorizing the execution of any such supplemental indenture, and delivery of this Indenture or at any time thereafter shall be amended andupon the filing with --------------------

Supplemental Indentures. SECTION 9.01. In addition From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyDebenture Trustee and, when authorized by a Board Resolutionresolution of the directors of SEL, on behalf of the Trust, the Trust, may, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence providing for the succession issuance of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orAdditional Debentures under this Indenture; (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Trust herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as those herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orspecified; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which making such provisions not inconsistent with this Indenture as may be defective necessary or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Debenture Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (d) evidencing the succession, or successive successions, of others to the Trust and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall Indenture; (e) giving effect to any Extraordinary Resolution passed as provided in Article 13; and (f) for any other purpose not adversely affect inconsistent with the interests terms of this Indenture. Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the Securities case may be, by Extraordinary Resolution, the consent or concurrence of any series; or (d) to change Debentureholders or eliminate the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Trust and the Debenture Trustee may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in order to ensure that such issuances can be properly done in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Trust and the Debenture Trustee may without the consent or concurrence of the Debentureholders or the holders of a currency other than Dollars particular series of Debentures, as the case may be, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingTrust providing for the issue of Debentures, if provided that in the Trust Indenture Act as in effect at the date opinion of the execution and delivery Debenture Trustee (relying upon an opinion of this Indenture or at any time thereafter shall be amended andCounsel) the rights of the Debentureholders are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.01Section 901. In addition to Supplemental Indentures without Consent of Holders. Without the consent of any supplemental indenture otherwise authorized by this IndentureHolders, the Company, when authorized by a Board Resolution, and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to establish the form or terms of Securities of any series as permitted by Section 201 or 301; or (2) to evidence the succession of another person Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to and in the Securities; or (b3) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or (4) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of the Securities Holders of all or any seriesseries of Securities (and if such covenants are to be for the benefit of less than all series of Securities, and stating that such covenants are expressly being included solely for the benefit of the series specified) or to make surrender any right or power herein conferred upon the occurrence, or the occurrence and continuance, of a default in Company; or (5) to add any of such additional covenants, restrictions, conditions or provisions a default or an Event Events of Default with respect to such series permitting for the enforcement benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such defaultspecified); or (c6) 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 indentureadd to, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that any such changeaddition, change or elimination or addition shall (a) become effective only when there is no Security outstanding Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionsprovision or (b) not apply to any Outstanding Securities; or (e7) to establish cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that such action pursuant to this Clause (7) shall not adversely affect the form or terms interest of the Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to an Issuer Trust and for so long as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any the corresponding series of outstanding Preferred Securities issued by such Issuer Trust shall remain outstanding, the holders of such Preferred Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) 8) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article SevenSection 611(b); or (j9) to change any place comply with the requirements of the Commission in order to effect or places where (1) the principal maintain qualification of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if under the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andAct.

Supplemental Indentures. SECTION 9.01. In addition Subject to any supplemental indenture otherwise authorized by this Indentureapproval that may be required pursuant to the requirements of the TSX, from time to time the CompanyDebenture Trustee and, when authorized by a Board Resolutionresolution of the Directors, the Corporation, may, and the Trustee may from time to time shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders Debentureholders, or of the Securities of all or any series, and to make the occurrenceDebentures, or the occurrence and continuanceproviding for events of default, of a default in any of addition to those herein specified; (b) making such additional covenants, restrictions, conditions or provisions a default or an Event of Default not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Debenture Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (c) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; orIndenture; (d) giving effect to change any Extraordinary Resolution passed as provided in Article 13; and (e) for any other purpose not inconsistent with the terms of this Indenture, provided that, in the opinion of the Debenture Trustee (relying on an opinion of Counsel), the rights of the Debentureholders are in no way prejudiced thereby. Unless the supplemental indenture requires the consent or eliminate concurrence of Debentureholders by Extraordinary Resolution, the consent or concurrence of Debentureholders shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Corporation and the Debenture Trustee may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable federal and state law in the United States without the consent or approval of the Debentureholders provided that, in the opinion of the Debenture Trustee (relying on an opinion of Counsel of recognized standing), the rights of the Debentureholders are in no way prejudiced thereby. The Debenture Trustee will have the right to request a currency other than Dollars legal opinion regarding matters of United States law on the issuance of Debentures in the United States or to, or for the account or benefit of, U.S. Persons prior to or concurrently with making such amendments. Further, the Corporation and the Debenture Trustee may without the consent or concurrence of the Debentureholders by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingCorporation provided for the issue of Debentures, if providing that in the Trust Indenture Act as in effect at the date opinion of the execution Debenture Trustee (relying upon an opinion of Counsel) the rights of the Debentureholders and delivery of this Indenture or at any time thereafter shall be amended andthe Senior Creditors are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.01901. In addition to Supplemental Indentures without Consent of Holders. Without the consent of any supplemental indenture otherwise authorized by this IndentureHolders, the Company, when authorized by a Board Resolution, and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another person Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to and in the Securities; or (b2) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of the Securities Holders of all or any seriesseries of Securities (and if such covenants are to be for the benefit of 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 (3) to add any additional covenants, restrictions, conditions or provisions a default or an Event Events of Default with respect to such series permitting for the enforcement benefit of the Holders of all or any series of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any Securities (and if such additional covenantEvents of Default are to be for the benefit of less than all series of Securities, restriction, condition or provision stating that such supplemental indenture may provide additional Events of Default are expressly being included solely for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities benefit of such series to waive such defaultseries); or (c4) to cure add to or change any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and shall not adversely affect with or without interest coupons, or to permit or facilitate the interests issuance of the holders of the Securities of any seriesin uncertificated form; or (d5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provisionsprovision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (e6) to secure the Securities pursuant to the requirements of Article Ten or otherwise; or (7) to establish the form or terms of Securities of any series as permitted by Section 2.01Sections 201 and 301; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) 8) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article SevenSection 611; or (j9) to change any place or places where (1) make provision with respect to the principal conversion rights of and premium, if any, and interest, if any, on all or any series Holders of Convertible Securities shall be payable, (2) all or any series pursuant to the requirements of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the CompanySection 1211; or (k10) to provide for cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the payment by interests of the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance Holders of Securities denominated of any series in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andmaterial respect.

Supplemental Indentures. SECTION 9.01. In addition From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyTrustee and, when authorized by a Board Resolutionresolution of the directors of Corporation, the Corporation, may, subject to the provisions hereof and subject to the prior approval of the TSX, as need be, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence providing for the succession issuance of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orAdditional Debentures under this Indenture; (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as those herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orspecified; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which making such provisions not inconsistent with this Indenture as may be defective necessary or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (d) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall Indenture; (e) giving effect to any Extraordinary Resolution passed as provided in Article 12; and (f) for any other purpose not adversely affect inconsistent with the interests terms of this Indenture. Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the Securities case may be, by Extraordinary Resolution, the consent or concurrence of any series; or (d) to change Debentureholders or eliminate the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Corporation and the Trustee may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Corporation and the Trustee may without the consent or concurrence of the Debentureholders or the holders of a currency other than Dollars particular series of Debentures, as the case may be, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingCorporation provided for the issue of Debentures, if providing that in the Trust Indenture Act as in effect at the date opinion of the execution and delivery Trustee (relying upon an opinion of this Indenture or at any time thereafter shall be amended andCounsel) the rights of the Debentureholders are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.01. In addition From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyTrustee and, when authorized by a Board Resolutionresolution of its 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 then in effect)Corporation may, without the consent of the Securityholdersany Noteholder, and they shall when required by this Indenture, execute, acknowledge and deliver by their proper officers Supplemental Indentures, which thereafter shall form part of this Indenture, for any one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders of the Securities of all Noteholders or any series, 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 providing for Events of Default in addition to those herein specified; (b) making such provisions not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Subordinate Secured Notes which do not affect the substance thereof and which it may be inconsistent with the expedient to make, provided that such provisions of this Indenture and shall modifications will not adversely affect the interests of the holders Noteholders based on the advice of Trustee Counsel; (c) evidencing the Securities succession, or successive successions, of successors to the Corporation and the covenants of and obligations assumed by any seriessuch successor in accordance with the provisions of this Indenture; orand (d) giving effect to change any Extraordinary Resolution or eliminate any Ordinary Resolution. The Trustee may also, without the consent or concurrence of the provisions of Noteholders, by Supplemental Indenture or otherwise, concur with the Corporation in making any changes or corrections in this Indenture or to add in any new provision to this Indenture; provided, however, that such change, elimination or addition Supplemental Subordinate Secured Note which it 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted have been advised by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security Trustee Counsel are required for the Securities; or (h) to provide for purpose of curing or correcting any ambiguity or defective or inconsistent provision or omission or mistake or manifest error contained herein or in any Supplemental Indenture, provided that the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation rights of the vote or consent of, Noteholders are in no way adversely affected thereby based on the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance advise of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andCounsel.

Supplemental Indentures. SECTION 9.01Section 7.01. In addition to Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 9.01 of the Base Indenture shall be amended by replacing the text thereof with the following: “Without the consent of any supplemental indenture otherwise authorized by this IndentureHolders of the Notes, 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 then in effect), without the consent of the Securityholders, for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another person Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to and in the SecuritiesSecurities contained; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of the Securities Holders of all or any seriesseries of Securities (and if such covenants are to be for the benefit of 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 a default or an Event Events of Default with respect to such series permitting for the enforcement benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the several remedies provided in this Indenture as herein set forthbenefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional covenant, restriction, condition or provision Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders Holders of a majority in aggregate principal amount of the that or those series of Securities to which such additional Events of such series Default apply to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, provided that any such change, change or elimination or addition shall become effective only when there is no Security outstanding Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionsprovision; or (e) to secure the Securities; or (f) to establish the form or terms of Securities of any series as permitted by Section 2.01; or , including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (f) to add any additional Events of Default with respect to all or any series of outstanding Securitiesincluding the Company); or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (jh) to change cure any place ambiguity, to correct or places where supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (1i) to supplement any of the principal provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and premium, if any, and interest, if any, on all or discharge of any series of Securities pursuant to Sections 11.01, 14.02 and 14.03; provided that any such action shall be payable, (2) all not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect. Any supplemental indenture authorized by the provisions of this Section may be surrendered executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.” Section 7.02. Except as may be provided in a Future Supplemental Indenture, for registration the benefit of transfer, (3) all or any the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 9.02 of the Base Indenture shall be amended by replacing the text thereof with the following: “With the consent of the Holders of not less than a majority in aggregate principal amount of all Outstanding Notes affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may be surrendered enter into an indenture or indentures supplemental hereto for exchange and (4) notices and demands the purpose of adding any provisions to or upon changing in any manner or eliminating any of the Company in respect provisions of all or any series of Securities and this Indenture may be servedthat affects the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note: (a) change the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or interest on, any Note; or reduce the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest thereon), or any premium payable upon the redemption thereof, or reduce the portion of the principal of a Note that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.01(b), or upon the redemption thereof or the amount thereof provable in bankruptcy pursuant to Section 6.02(c), or adversely affect any right of repayment at the option of the Holder, or change any place of payment where, or the currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such place shall be located payment on or after the Stated Maturity thereof (or, in New York, New York the case of redemption or be repayment at the principal office option of the Company; Holder, on or after the Redemption Date), or (kb) to provide for reduce the payment by the Company of additional amounts percentage in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality principal amount of the foregoingOutstanding Notes, if the Trust Indenture Act as in effect at consent of whose Holders is required for any such supplemental indenture, or the date consent of the execution and delivery whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or at certain defaults hereunder and their consequences) provided for in this Indenture, or reduce any time thereafter requirements of Section 8.01 for quorum or voting, or (c) modify any of the provisions of this Section or Section 6.01(c) except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Note with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 7.11 and 9.01(h). It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be amended andsufficient if such Act shall approve the substance thereof. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.”

Supplemental Indentures. SECTION 9.01. In addition to 15.1.1 Without the consent of any supplemental indenture otherwise authorized by this IndentureHolders, the Company, when authorized by 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 may, subject to the provisions of this Indenture, and the Trust Indenture Act as then in effect)Trustee shall, without upon the consent receipt of the Securityholdersa Company Request or when so directed by this Indenture, make, execute, acknowledge and deliver deeds or indentures supplemental to this Indenture (each such deed or indenture a “Supplemental Indenture”) for any one or more of the following purposes: (a) adding to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained in this Indenture for the benefit of the Holders or surrendering any right or power herein or otherwise established with respect to conferred upon the Securities; orCompany; (b) to add to the covenants adding any additional Events of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orDefault; (c) to cure changing or eliminating any ambiguity restrictions on the payment of principal, premium, if any, or to correct or supplement any provision contained herein interest on the Debentures; provided that the Company shall be of the opinion that such provisions do not individually or in the aggregate adversely affect the interests of the Holders; (d) giving effect to any supplemental indenture which Act or any other direction from the Holders permitted to be given under this Indenture, and to any other Act made, given to or taken by the Holders in accordance with this Indenture; (e) making such provisions, not substantially inconsistent with this Indenture, as may be defective necessary or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall which in the opinion of the Company are necessary or desirable to make, provided that such provisions do not be inconsistent with individually or in the provisions aggregate materially adversely affect the interests of the Holders or the Indenture Trustee; (f) without limiting ARTICLE 13, evidencing the succession, or successive successions, of any Successor Company to the Company and the covenants and obligations of the Company under this Indenture and assumed by any such Successor Company; (g) providing for altering this Indenture in respect of the exchange or transfer of Debentures, provided that any such action shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; orHolders; (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice making any addition to, and the solicitation or modification, amendment or elimination of any of the vote or consent terms of, this Indenture which, in the holders thereofOpinion of Counsel, and for is necessary or advisable in order to incorporate, reflect or comply with any other matters incidental thereto; orApplicable Law or requirement of any Governmental Authority, the provisions of which apply to the Company, the Indenture Trustee or this Indenture; (i) making any changes or corrections in this Indenture which Counsel to evidence the Company shall have advised the Company and provide the Indenture Trustee are non-substantive corrections or changes or are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or any clerical omission or mistake or manifest error contained in this Indenture or in any indenture supplemental hereto or thereto; (j) evidencing and providing for the acceptance of appointment hereunder by a separate or successor Trustee trustee with respect to the Securities of one or more series Debentures, and to add adding to or change changing any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee; and (k) any other purposes necessary or desirable which do not individually or in the aggregate materially adversely affect the interests of the Holders. 15.1.2 With the consent of the Holders of not less than a majority in principal amount of Outstanding Debentures, by Act of said Holders delivered to the Company and the Indenture Trustee, pursuant to the requirements of Article Seven; or (j) to change any place or places where (1) the principal of and premiumCompany, if anywhen authorized by a Board Resolution, and interest, if any, on all or the Indenture Trustee may enter into a Supplemental Indenture for the purpose of adding any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands provisions to or upon changing in any manner or eliminating any of the Company in respect provisions of all or any series of Securities and this Indenture may be servedor of modifying in any manner the rights of the said Holders under this Indenture or such Debentures; provided, however, that any such place that, notwithstanding anything to the contrary in this ARTICLE 15: (a) no Supplemental Indenture shall be located entered into by the Indenture Trustee in New Yorkconnection with the following, New York or be without an Extraordinary Resolution passed by the principal office Holders: (i) modify the provisions of the Companysection 12.6; or (kii) reduce the requirements of section 12.5 for quorum requirements; (b) no Supplemental Indenture shall be entered into by the Indenture Trustee in connection with the following, without the consent of each Holder affected by such modification: (i) change the Stated Maturity date of the principal of, or any installment of interest on, any Debenture, or reduce the principal amount thereof or the interest thereon, or reduce the amount payable with respect to provide an Offer to Purchase, or change the currency in which any Debenture or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment by on or after the Company Stated Maturity date thereof; (ii) change the Conversion Price or the method of additional amounts calculating the number of Additional Shares issuable in respect the event of certain taxes imposed a Change of Control under this Indenture, or make any other change that may impair the right of the Holders to convert the Debentures on certain holders and for the treatment of such additional amounts as interest and for all matters incidental theretoterms set out herein; or (lc) to provide no Supplemental Indenture shall be entered into by the Indenture Trustee in connection with the following, without the consent of the Holders of the percentage in principal amount of the Outstanding Debentures that is required for the issuance of Securities denominated consent, waiver or action that is being modified under this subsection 15.1.2(c): (i) reduce the percentage in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality principal amount of the foregoingOutstanding Debentures, if the Trust Indenture Act as in effect at consent of whose Holders is required for any such supplemental indenture, or the date consent of the execution and delivery whose Holders is required for any waiver of compliance with certain provisions of this Indenture or at certain defaults hereunder and their consequences provided for in this Indenture; (ii) modify any time thereafter of the provisions of this section 15.1, or section 9.4.1, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders expressed by Extraordinary Resolution. 15.1.3 It shall not be necessary for any Act of Holders under subsection 15.1.2 to approve the particular form of any proposed Supplemental Indenture, but it shall be amended andsufficient if such Act of Holders shall approve the substance thereof.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, The Indenture permits the Company, when authorized by a Board Resolution, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto Trustee, with the consent (which shall conform to evidenced as provided in the provisions Indenture) of the Trust Indenture Act as then in effect), without the consent Holders of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer not less than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities then Outstanding, to enter into supplemental indentures, from time to time and at any time, for the purpose of such series adding any provisions to waive such default; or (c) to cure or changing in any ambiguity manner or to correct eliminating any of the provisions of the Indenture or supplement any provision contained herein or in of any supplemental indenture which may be defective or inconsistent with any other provision contained herein or of modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indentureindenture shall reduce the principal amount thereof (other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or Liquidation Event, as provided in the Indenture), or reduce the rate or extend the time of payment of interest thereon (other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or Liquidation Event or due to make such the cancellation of interest as provided in the Indenture), or reduce any amount payable on redemption thereof (other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or Liquidation Event), or change the currency or other terms in or under which the principal, including any amount of original issue discount, premium, or interest on the Security is payable, or change the Company’s obligations to pay any Additional Amounts for any tax, assessment or governmental charge withheld or deducted, if any, or modify or amend any provisions in regard relating to matters or questions arising under this Indenture as shall not be inconsistent with the provisions agreement to subordinate and the terms of this Indenture and shall not adversely affect the interests of the holders subordination of the Securities of any series; or (d) particular series pursuant to change the Indenture, or eliminate any remove, amend or modify the going-concern, non-viability or bankruptcy write-down provisions or the cancellation of interest payment provisions in a manner not permitted to be accomplished without obtaining the consent of the provisions of this Indenture Holders, or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding impair the right of any series created prior Holder to institute suit for any payment on any Security when due; or reduce the execution of such supplemental indenture that is entitled to the benefit of such provisions; or (e) to establish the form or terms percentage of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for class, the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation consent of the vote or consent of, the holders thereof, and Holders of which is required for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any such modification of the provisions of this Indenture as shall be necessary to provide for or facilitate Indenture, without the administration consent of the trusts hereunder by more than one Trustee, pursuant to the requirements Holders of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andeach Security so affected.

Supplemental Indentures. SECTION 9.01. In addition 13.1.1 Notwithstanding any other provision contained herein, from time to any supplemental indenture otherwise time the Trustee and, (a) when authorized by a resolution of its directors, the Company, may and, when required by this Indenture, the Companythey shall execute, when authorized acknowledge and deliver, by a Board Resolutiontheir proper officers, and the Trustee may from time to time and at any time enter into an indenture deeds or indentures supplemental hereto (hereto, which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions herein contained for the protection of the Bond holders and/or providing for events of the Securities of all or any series, 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 addition to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as those herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orspecified; (c) making such provision not inconsistent with this Indenture as may be necessary or desirable with respect to cure matters or questions arising hereunder, including the making of any modifications in the form of the Bonds which do not affect the substance thereof and which, in the opinion of the Trustee upon advice from Counsel, it may be expedient to make, provided that the Trustee shall be of the opinion that such provisions and modifications will not be prejudicial to the interests of the Bond holders; (d) evidencing the succession, or successive successions, of other corporations to the Company and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture; (e) giving effect to any majority resolution passed as provided in Article 10; (f) making any change to comply with any exemption from qualification under the TIA, or to comply with Canadian federal or provincial legislation relating to trust Indentures; (g) surrendering any right, power or option conferred by this Indenture on the Company; and (h) for any other purpose not inconsistent with the terms of this Indenture. 13.1.2 The Trustee may also, without the consent or concurrence of the Bond holders, by supplemental indenture or otherwise, concur with the Company in making any changes or corrections in this Indenture which: (a) in the good faith opinion of the board of the directors of the Company do not materially adversely affect the rights of any holder of Bonds, as evidenced by a resolution of the board of directors contained in an Officer's Certificate provided to the Trustee; and (b) it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or to correct defective or supplement any inconsistent provision or clerical omission or mistake or manifest error contained herein or in any deed or Indenture supplemental indenture which may be defective or inconsistent with any other provision contained herein or ancillary hereto, provided that in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests opinion of the holders Trustee upon advice from Counsel the rights of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is Trustee are in no Security outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andway prejudiced thereby.

Supplemental Indentures. SECTION 9.01901. In addition to Supplemental Indentures without Consent of Holders. Without the consent of any supplemental indenture otherwise authorized by this IndentureHolders of Notes, the CompanyCompany and the Guarantor, when authorized by or pursuant to a Board Resolution, 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 then in effect), without the consent of the Securityholders, 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 person Person to the Company, Company or the Guarantor and the assumption by any such successor of the covenants of the Company contained or the Guarantor, respectively, herein or otherwise established with respect to and in the SecuritiesNotes contained; or (b2) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of the Securities Holders of all or any seriesseries of Notes (and if such covenants are to be for the benefit of less than all series of Notes, 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 (3) to add any additional covenants, restrictions, conditions or provisions a default or an Event Events of Default with respect to such series permitting for the enforcement benefit of the Holders of all or any series of Notes (and if such Events of Default are to be for the several remedies provided in this Indenture as herein set forthbenefit of less than all series of Notes, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional covenant, restriction, condition or provision Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities that or those series of Notes to which such series additional Events of Default apply to waive such default; or (c4) to cure add to or change any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with of the provisions of this Indenture and to permit or facilitate the issuance of Notes in uncertificated form, provided that any such action shall not adversely affect the interests of the holders Holders of the Securities Notes of any seriesseries in any material respect; or (d5) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, provided that any such change, change or elimination or addition shall become effective only when there is no Security outstanding Note Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provisionsprovision; or (e6) to establish secure the form or terms of Securities of any series as permitted by Section 2.01Notes; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i7) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities Notes of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or (j) 8) to change cure any place ambiguity, to correct or places where (1) supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the principal provisions of and premiumthis Indenture, if any, and interest, if any, on all or provided such provisions shall not adversely affect the interests of the Holders of Notes of any series of Securities shall be payable, (2) all or in any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Companymaterial respect; or (k9) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality supplement any of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery provisions of this Indenture or at any time thereafter to such extent as shall be amended andnecessary to permit or facilitate the defeasance and discharge of any series of Notes pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Notes of such series or any other series of Notes in any material respect.

Supplemental Indentures. SECTION 9.0112.1. In addition to any Company and Trustee may enter into supplemental indenture otherwise authorized by this Indenturefor special purposes Without the consent of any of the holders of Debt Securities, the Company, when authorized by a resolution of its Board Resolutionof Directors, and, upon receipt of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, is duly authorized by all necessary corporate action, constitutes the legal, valid and binding obligation of the Company and is in compliance with applicable law, the Trustee may from time to time and at any time time, subject to the conditions and restrictions in this Indenture contained, may enter into an indenture or indentures supplemental hereto (which shall conform in form satisfactory to the provisions of the Trust Indenture Act as then in effect)Trustee, without the consent of the Securityholderswhich thereafter shall form a part hereof, for any one or more of the following purposes: (a) to evidence the succession of another person add to the Company, covenants and the assumption by any such successor of the covenants agreements of the Company contained in this Indenture contained, other covenants and agreements thereafter to be observed for the benefit of the holders of all or any series of Debt Securities (and if such covenants and agreements are to be for the benefit of less than all series of Debt Securities, stating that such covenants and agreements are expressly being included solely for the benefit of such series) or to surrender any right or power herein reserved to or otherwise established with respect to conferred upon the SecuritiesCompany; or (b) to add cure any ambiguity or to the covenants of the Company such further covenantscure, restrictions, conditions correct or provisions for the protection of the holders of the Securities of all supplement any defect or any series, 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 such series permitting the enforcement of all or any of the several remedies provided inconsistent provision contained in this Indenture as herein set forth; provided, however, that or in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such defaultindenture; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not which may be inconsistent with the provisions of necessary or desirable, or otherwise change this Indenture and in any manner which shall not adversely affect the interests of the holders of the Debt Securities of any series; or (d) to change evidence the succession of another corporation to the Company, or eliminate any successive successions, and the assumption by the successor corporation of the provisions covenants, agreements and obligations of this Indenture or the Company pursuant to add any new provision Article X and to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding provide for the adjustment of any series created prior conversion rights pursuant to the execution of such supplemental indenture that is entitled to the benefit of such provisionsSection 13.7; or (e) to establish the form or terms of the Debt Securities of any series as permitted by Section 2.01Sections 2.1 and 2.2; or (f) to change or eliminate any of the provisions of this Indenture, provided that, except as otherwise contemplated by Section 2.2(11), any such change or elimination shall become effective only when there is no Debt Security outstanding of any series created prior thereto which is entitled to the benefit of such provision; or (g) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Debt Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to provide for uncertificated Debt Securities in addition to certificated Debt Securities (so long as any "REGISTRATION-REQUIRED OBLIGATION" within the meaning of Section 163(f)(2) of the Code is in registered form for purposes of the Code); or (h) to amend or supplement any provision contained herein, which was required to be contained herein in order for this Indenture to be qualified under the Trust Indenture Act of 1939, if the Trust Indenture Act of 1939 or regulations thereunder change what is so required to be included in qualified indentures, in any manner not inconsistent with what then may be required for such qualification; or (i) to add any additional Events of Default with respect (and if such Events of Default are to be applicable to less than all or any series of outstanding Debt Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); or (gj) to provide collateral convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Debt Securities of one or more series and any property or assets; or (k) to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate contemplated in Section 11.7(b); and the administration of the trusts hereunder by more than one Trustee, pursuant to Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Article Seven; or (j) XII contained shall affect or limit the right or obligation of the Company to change execute and deliver to the Trustee any place instrument of further assurance or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities other instrument which elsewhere in this Indenture it is provided shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands delivered to or upon the Trustee. The Trustee shall join with the Company in respect the execution of all any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any series of Securities and 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. Any supplemental indenture authorized by the provisions of this Section 12.1 may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment executed by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for Trustee without the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality consent of the foregoing, if holders of any of the Trust Indenture Act as in effect Debt Securities at the date time Outstanding, notwithstanding any of the execution and delivery provisions of this Indenture or at any time thereafter shall be amended andSection 12.2.

Supplemental Indentures. SECTION 9.01Section 7.01. In addition to Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 9.01 of the Base Indenture shall be amended by replacing the text thereof with the following: “Without the consent of any supplemental indenture otherwise authorized by this IndentureHolders of the Notes, 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 then in effect), without the consent of the Securityholders, for one or more indentures supplemental hereto, for any of the following purposes: (a) to evidence the succession of another person Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to and in the SecuritiesNotes contained; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders of the Securities Holders of all or any seriesseries of Notes (and if such covenants are to be for the benefit of less than all series of Notes, 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 a default or an Event Events of Default with respect to such series permitting for the enforcement benefit of the Holders of all or any series of Notes (and if such Events of Default are to be for the several remedies provided in this Indenture as herein set forthbenefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional covenant, restriction, condition or provision Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders Holders of a majority in aggregate principal amount of the that or those series of Securities to which such additional Events of such series Default apply to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, provided that any such change, change or elimination or addition shall become effective only when there is no Security outstanding Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisionsprovision; or (e) to secure the Securities; or (f) to establish the form or terms of Securities of any series as permitted by Section 2.01; or Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (f) including the Company), or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purpose of issue, authentication or delivery of the Securities of any additional Events of Default with respect series, as herein set forth, or other conditions, limitations or restrictions thereafter to all or any series of outstanding Securitiesbe observed; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (h) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, or to conform the terms hereof, as amended and supplemented, that are applicable to the Notes to the description of the terms of Notes in the prospectus supplement or other offering document applicable to the Notes at the time of initial sale thereof; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (i) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the requirements interests of Article Seventhe Holders of Securities of such series or any other series of Securities in any material respect; or. (j) to change add guarantors or co-obligors with respect to the Notes or to release guarantors from their guarantees of the Notes in accordance with the terms of the Notes. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any place or places where (1) of the principal Securities at the time Outstanding, notwithstanding any of and premiumthe provisions of Section 9.02.” Section 7.02. Except as may be provided in a Future Supplemental Indenture, if any, and interest, if any, on all or any for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 9.02 of the Base Indenture shall be payableamended by replacing the text thereof with the following: “With the consent of the Holders of not less than a majority in aggregate principal amount of all Outstanding Notes affected by such supplemental indenture, (2) all by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands provisions to or upon changing in any manner or eliminating any of the Company in respect provisions of all or any series of Securities and this Indenture may be servedthat affects the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note: (a) change the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or interest on, any Note; or reduce the principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest thereon), or any premium payable upon the redemption thereof, or reduce the portion of the principal of a Note that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or upon the redemption thereof or the amount thereof provable in bankruptcy pursuant to Section 5.04, or adversely affect any right of repayment at the option of the Holder, or change any place of payment where, or the currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such place shall be located payment on or after the Stated Maturity thereof (or, in New York, New York the case of redemption or be repayment at the principal office option of the Company; Holder, on or after the Redemption Date), or (kb) to provide for reduce the payment by the Company of additional amounts percentage in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality principal amount of the foregoingOutstanding Notes, if the Trust Indenture Act as in effect at consent of whose Holders is required for any such supplemental indenture, or the date consent of the execution and delivery whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or at certain defaults hereunder and their consequences) provided for in this Indenture, or reduce any time thereafter requirements of Section 1.04 for quorum or voting, or (c) modify any of the provisions of this Section, Section 5.13 or Section 10.07 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Note with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.10 and 9.01(viii). It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be amended andsufficient if such Act shall approve the substance thereof. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that is eleven months after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.”

Supplemental Indentures. SECTION 9.01. In addition (a) From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyTrustee and, when authorized by a Board Resolution, the Corporation, may, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for any one or more of the following purposes: (ai) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition to make the occurrence, or the occurrence and continuance, of a default in any of those herein specified; (ii) making such additional covenants, restrictions, conditions or provisions a default or an Event of Default not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (iii) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall Indenture; (iv) giving effect to any resolution passed as provided in Article 11 or Article 12; and (v) for any other purpose not adversely affect inconsistent with the interests terms of this Indenture. (b) Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the Securities case may be, such consent or concurrence shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. (c) Upon the execution of any series; or (d) to change or eliminate any of the provisions supplemental indenture, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every holder of Debentures theretofore or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication thereafter certified and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment delivered hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andbound thereby.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the CompanyThe Issuer, when authorized by a the resolutions of the Board Resolutionof Directors, and the Trustee may Trustees 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 then in effect), without the consent of the Securityholders, for one or more of the following purposes: : (ai) to evidence the succession of another person Person to the CompanyIssuer, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company contained herein Issuer pursuant to Article 12 of the Indenture; (ii) add covenants, restrictions or otherwise established with respect conditions to the Securities; or (b) to add to Issuer so long as they are deemed by the covenants Board of Directors and the Trustees as for the benefit of the Company such further covenantsNoteholders (provided the Trustees shall first have received an opinion of counsel to this effect), restrictions, conditions or provisions (iii) provide for the protection issuance of the holders of the Securities of all or any series, and to make the occurrence, or the occurrence and continuance, of a default Notes in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthcoupon form; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (civ) 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 the Indenture or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of any series; or (dv) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee trustee with respect to the Securities of one Notes; (vi) modify, eliminate or more series and to add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted or the Securities Law; or (vii) make any other change that does not adversely affect any right of the Noteholders under the Indenture. The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Noteholders, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of this the Indenture as shall be necessary to provide for or facilitate of any supplemental indenture or modifying in any manner the administration rights of the trusts hereunder Noteholders; provided that the entering into such supplemental indenture is approved by more a resolution of the Noteholders meeting in accordance with Article 10 of the Indenture, by the vote of Noteholders who (i) hold not less than one Trusteea majority of the aggregate principal amount of the Notes at the time outstanding, pursuant to determined in accordance with Section 9.04 of the requirements Indenture; and also (ii) hold at least 75% of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office amount of the CompanyNotes present or represented in that Noteholders meeting; or (k) to provide for and provided further that no such supplemental indenture shall modify any term, covenant or provisions hereof which under the payment by the Company provisions of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at cannot be modified or amended without the date consent of the execution and delivery holders of this Indenture each or at any time thereafter shall be amended andall Notes then outstanding or affected thereby, without the consent of the holder of each Note so affected.

Supplemental Indentures. SECTION Section 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the SecurityholdersDebentureholders, for one or more of the following purposes: (a) to evidence the succession of another person corporation to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orDebentures; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities Debentures of all or any series as the Board of Directors and the Trustee shall consider to be for the protection of the holders of Debentures of all or any series, 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 such that series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision provision, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or ), may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities Debentures of such series to waive such default; or; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities Debentures of any series; or (d) to change or eliminate any of the provisions of this Indenture Indenture, provided that any such change or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security Debenture outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provisions; or (e) provision. The Trustee is hereby authorized to establish join with the form or terms of Securities Company in the execution of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice tosuch supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained, but the solicitation Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the vote or consent ofholders of any of the Debentures at the time outstanding, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change notwithstanding any of the provisions of Section 9.02. Section 9.02. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected by such supplemental indenture or indentures at the time outstanding, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture as shall be necessary to provide for or facilitate of any supplemental indenture or of modifying in any manner the administration rights of the trusts hereunder by more than one Trustee, pursuant to holders of the requirements Debentures of Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any that series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and under this Indenture may be servedIndenture; provided, however, that no such supplemental indenture shall (i) extend the Fixed Maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such place shall be located in New Yorksupplemental indenture, New York or be without the principal office consent of the holders of each Debenture then outstanding and affected thereby. Upon the request of the Company; or (k) , accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders required to provide consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. It shall not be necessary for the payment consent of the Debentureholders of any series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of additional amounts any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first-class postage prepaid, a notice, setting forth in respect of certain taxes imposed on certain holders and for general terms the treatment substance of such additional amounts supplemental indenture, to the Debentureholders of all series affected thereby as interest their names and for all matters incidental thereto; or (l) to provide for addresses appear upon the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental theretoDebenture Register. Without limiting the generality Any failure of the foregoingTrustee to mail such notice, if or any defect therein, shall not, however, in any way impair or affect the Trust validity of any such supplemental indenture. Section 9.03. Upon the execution of any supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture Act as shall, with respect to that series, be and be deemed to be modified and amended in effect at accordance therewith and the date respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the execution Trustee, the Company and delivery the holders of Debentures of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 9.04. Debentures of any series, affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or at of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any time thereafter exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Debentures of that series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be amended andprepared by the Company, authenticated by the Trustee and delivered in exchange for the Debentures of that series then outstanding. Section 9.05. The Trustee, subject to the provisions of Section 7.01, is entitled to receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof.

Supplemental Indentures. SECTION 9.01. In addition (a) Subject to any supplemental indenture otherwise authorized by this Indentureregulatory approvals, from time to time the CompanyTrustee and, when authorized by a Board Resolutionresolution of the directors of Company, the Company, may, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (ai) to evidence the succession of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition to make the occurrence, or the occurrence and continuance, of a default in any of those herein specified; (ii) making such additional covenants, restrictions, conditions or provisions a default or an Event of Default not inconsistent with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter necessary or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustee relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (iii) evidencing the succession, or successive successions, of others to the Company and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture and shall Indenture; (iv) giving effect to any Extraordinary Resolution passed as provided in Article 12; and (v) for any other purpose not adversely affect inconsistent with the interests terms of this Indenture. (b) Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the Securities case may be, by Extraordinary Resolution, the consent or concurrence of any series; or (d) to change Debentureholders or eliminate the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Company and the Trustee may amend any of the provisions of this Indenture related to matters of United States law or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated Debentures into the United States in order to ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Company and the Trustee may without the consent or concurrence of the Debentureholders or the holders of a currency other than Dollars particular series of Debentures, as the case may be, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in a composite currency and for all matters incidental thereto. Without limiting the generality any indenture supplemental hereto or any Written Direction of the foregoingCompany providing for the issue of Debentures, if provided that in the Trust Indenture Act as in effect at the date opinion of the execution and delivery Trustee (relying upon an opinion of this Indenture or at any time thereafter shall be amended andCounsel) the rights of the Debentureholders are in no way prejudiced thereby.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without a) Without the consent of the SecurityholdersHolders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.05, the Issuer and the Indenture Trustee may enter into indentures supplemental to this Indenture, in form satisfactory to the Indenture Trustee, for one or more any of the following purposes: (ai) to correct or amplify the description of any property subject to the lien of this Indenture, or to confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture; (ii) to evidence the succession of another person to the CompanyIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Company contained herein or otherwise established Issuer in this Indenture and the Notes in compliance with respect to the Securities; orapplicable provisions of this Indenture; (biii) to add to the covenants of the Company such further covenantsIssuer, restrictions, conditions or provisions for the protection benefit of the holders of Noteholders or the Securities of all or any series, and to make the occurrenceCredit Enhancer, or to surrender any right conferred on 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 such series permitting the enforcement of all or any of the several remedies provided Issuer in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orIndenture; (civ) to convey, transfer, assign, mortgage, or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity or mistake; (vi) to correct or supplement any provision contained herein in this Indenture or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein in this Indenture or in any supplemental indentureindenture or the other Transaction Documents; (vii) to conform this Indenture to the final prospectus supplement issued in respect of the Notes referred to in the Adoption Annex; (viii) to modify, eliminate, or add to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests as required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the holders of Notes without taking the Securities of any series; orPolicy into account; (dix) to change modify, eliminate, or eliminate any of add to the provisions of this Indenture to comply with any requirement imposed by the Code; (x) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to comply with any rules or regulations of the Securities and Exchange Commission; (xi) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is no Security outstanding of any series created prior to Indenture other provisions expressly required by the execution of such supplemental indenture that is entitled to the benefit of such provisionsTIA; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (hxii) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation acceptance of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance appointment of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series trustee under this Indenture and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trusteetrustee, pursuant to the requirements of Article SevenVI. The Indenture Trustee is authorized to join in the execution of any supplemental indenture and to make any further appropriate agreements and stipulations that may be contained in it. (b) Without the consent of any of the Noteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.05, the Issuer and the Indenture Trustee may enter into indentures supplemental to this Indenture to change this Indenture in any manner or to modify the rights of the Noteholders or the Credit Enhancer under this Indenture that does not adversely affect in any material respects the interests of any Noteholder, except that, without the consent of each affected Noteholder by an Act of the applicable Noteholders delivered to the Issuer and the Indenture Trustee and without the consent of the Credit Enhancer and subject to Section 9.05, no supplemental indenture under this Section 9.01(b) shall: (i) change the date of payment of any installment of principal or interest on any Note, or reduce its principal amount, its interest rate, or its redemption price, or change any place of payment where, or the coin or currency in which, any Note or its interest is payable; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of available funds to the payment of any amount due on the Notes after their due dates (or, in the case of redemption, after the redemption date), as provided in Article V; (iii) reduce the percentage of the Outstanding Amount the consent of the Holders of which is required for any supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults under this Indenture and their consequences or to direct the liquidation of the Collateral; (iv) modify any provision of Section 9.01(b)(i), (ii), (iii), (iv), or (v) except to increase any percentage specified in this Indenture or provide that certain additional provisions of this Indenture or the Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected by it; modify any of the provisions of this Indenture in a manner affecting the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of the calculation) or affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or (jv) permit the creation of any lien ranking before or on a parity with the lien of this Indenture with respect to any part of the Collateral (except any change in any place mortgage's lien status in accordance with the Sale and Servicing Agreement) or, except as otherwise permitted or places where (1) contemplated in this Indenture, terminate the principal lien of this Indenture on any property at any time subject to this Indenture or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and premiumthat determination shall be conclusive on the Holders of all Notes, whether authenticated and delivered under this Indenture before or after that. The Indenture Trustee shall not be liable for any determination made in good faith. An Act of Noteholders under this Section need not approve the particular form of any proposed supplemental indenture, but is sufficient if anyit approves the substance of the supplemental indenture. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, and interestthe Indenture Trustee shall mail to the Noteholders to which the supplemental indenture relates a notice stating in general terms the substance of the supplemental indenture. Any failure of the Indenture Trustee to mail a notice, if any, on all or any series of Securities defect in it, shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; providednot, however, that in any such place shall be located in New York, New York way impair or be affect the principal office validity of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andsupplemental indenture.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the SecurityholdersDebentureholders, for one or more of the following purposes: (a) to evidence the succession of another person corporation to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the SecuritiesDebentures; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities Debentures as the Board of all or any seriesDirectors and the Trustee shall consider to be for the protection of the holders of Debentures, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series Debentures to waive such default; or (c) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities Debentures. The Trustee is hereby authorized to join with the Company in the execution of any series; or (d) such supplemental indenture, and to change make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or eliminate immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and9.02.

Supplemental Indentures. SECTION 9.01. In addition From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyTrustees and, when authorized by a resolution of the Board Resolutionof Directors of Corporation, the Corporation, may, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence providing for the succession issuance of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orAdditional Debentures under this Indenture; (b) to add adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as those herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orspecified; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which making such provisions not inconsistent with this Indenture as may be defective necessary or inconsistent desirable with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard respect to matters or questions arising under this Indenture as shall hereunder, including the making of any modifications in the form of the Debentures which do not affect the substance thereof and which in the opinion of the Trustees relying on an opinion of Counsel will not be inconsistent prejudicial to the interests of the Debentureholders; (d) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture; (e) appointing a successor Depository in the event that (i) the Depository has notified the Trustees, or the Corporation has notified the Trustees, that it is unwilling or unable to continue as Depository or (ii) the Depository ceases to be eligible to be a Depository under Section 2.7(b); (f) giving effect to any Extraordinary Resolution or any amendment, supplement or waiver requiring the consent of each holder approved as provided in Article 13; (g) to comply with any requirements of the SEC in connection with the qualification of this Indenture and shall under the Trust Indenture Act; and (h) for any other purpose not adversely affect inconsistent with the interests terms of this Indenture. Unless the supplemental indenture requires the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the Securities case may be, by Extraordinary Resolution, the consent or concurrence of any series; or (d) to change Debentureholders or eliminate the holders of a particular series of Debentures, as the case may be, shall not be required in connection with the execution, acknowledgement or delivery of a supplemental indenture. The Corporation and the Trustees may amend any of the provisions of this Indenture related to matters of United States law or the issuance of Debentures into the United States in order to add ensure that such issuances can be made in accordance with applicable law in the United States without the consent or approval of the Debentureholders. Further, the Corporation and the Trustees may without the consent or concurrence of the Debentureholders or the holders of a particular series of Debentures, as the case may be, by supplemental indenture or otherwise, make any new provision changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistakes or manifest errors contained herein or in any indenture supplemental hereto or any Written Direction of the Corporation provided for the issue of Debentures, providing that in the opinion of the Trustees (relying upon an opinion of Counsel) the rights of the Debentureholders are in no way prejudiced thereby. It is not necessary for holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof. Prior to executing any supplement or amendment hereto, the Trustees shall receive an opinion of Counsel stating that such supplement or amendment is authorized or permitted by this Indenture; provided. After an amendment, supplement or waiver becomes effective, the Corporation will send to the holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Corporation will send supplemental indentures to holders upon request. Any failure of the Corporation to send such notice, or any defect therein, will not, however, that such change, elimination in any way impair or addition shall become effective only when there is no Security outstanding affect the validity of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andwaiver.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture(a) The Issuer, the CompanyServicer, the Club Trustee, the Backup Servicer, the Indenture Trustee and the Custodian, when authorized by a Board Resolutionan Issuer Order, at any time and the Trustee may from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto (which shall conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as then in effect)Trustee, without the consent of the Securityholdersany Noteholder, for one or more any of the following purposes: (ai) to evidence correct or amplify the succession description of another person any property at any time subject to the CompanyLien of this Indenture, or to better assure, convey and confirm unto the assumption by Indenture Trustee any such successor of the covenants of the Company contained herein property subject or otherwise established with respect required to be subjected to the Securities; or (b) to add to the covenants Lien of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthIndenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default action pursuant to this clause (which period may be shorter or longer than that allowed in the case of other defaultsi) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of Noteholders in any seriesrespect; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (iii) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Indenture Trustee with respect to the Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Article SevenSection 7.9 hereof; or (jiii) to change cure any place ambiguity, to correct or places where supplement any provision herein which may be defective or inconsistent with any other provision herein or to conform the provisions herein to the descriptions set forth in the Offering Circular, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any action pursuant to clauses (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payablei), (2ii) all or (iii) shall not adversely affect the interests of any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; orNoteholder. (kb) The Indenture Trustee shall promptly deliver, at least five Business Days prior to provide for the payment by the Company effectiveness thereof, to each Noteholder and each Rating Agency, a copy of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) any supplemental indenture entered into pursuant to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSection 9.1(a).

Supplemental Indentures. SECTION 9.01. In addition From time to any supplemental indenture otherwise authorized by this Indenture, time the CompanyDebenture Trustee and, when authorized by a Board Resolutionresolution of the directors of the Corporation, the Corporation, may, and the Trustee may from time to time they shall when required by this Indenture, execute, acknowledge and at any time enter into an indenture deliver by their proper officers deeds or indentures supplemental hereto (which thereafter shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholdersform part hereof, for any one or more of the following purposes: (a) to evidence providing for the succession issuance of another person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; orAdditional Debentures under this Indenture; (b) to add changing or eliminating any restrictions on the payment of the principal of or the premium, if any, on the Debentures provided that in the opinion of the Debenture Trustee (relying upon an opinion of Counsel) the rights of the Debentureholders are in no way prejudiced thereby; (c) adding to the covenants of the Company such further covenants, restrictions, conditions or provisions Corporation herein contained for the protection of the holders Debentureholders, or of the Securities Debentures of all or any series, and or providing for events of default, in addition to make the occurrence, those herein specified; (d) making such provisions not inconsistent with this Indenture as may be necessary 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 desirable with respect to such series permitting matters or questions arising hereunder, including the enforcement making of all or any modifications in the form of the several remedies provided Debentures which do not affect the substance thereof and which in this the opinion of the Debenture Trustee relying on an opinion of Counsel will not be prejudicial to the interests of the Debentureholders; (e) altering the provisions of the Indenture as herein set forth; provided, however, that in respect of the exchange or transfer of Debentures; (f) evidencing the succession, or successive successions, of others to the Corporation and the covenants of and obligations assumed by any such additional covenantsuccessor in accordance with the provisions of this Indenture; (g) giving effect to any action by, restrictionor any direction from, condition the Debentureholders permitted to be taken or provision such given, as the case may be, by the Debentureholders under this Indenture; and (h) for any other purpose not inconsistent with the terms of this Indenture, provided that in the opinion of the Trustee (relying upon an opinion of Counsel) the rights of the Debentureholders are in no way prejudiced thereby. Unless the supplemental indenture may provide for a particular period requires the consent or concurrence of grace after default (which period may be shorter Debentureholders or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority particular series of Debentures, as the case may be, by an ordinary resolution or Extraordinary Resolution, the consent or concurrence of Debentureholders or the holders of a particular series of Debentures, as the case may be, shall not be required in aggregate principal amount connection with the execution, acknowledgement or delivery of a supplemental indenture. Further, the Corporation and the Debenture Trustee may without the consent or concurrence of the Securities Debentureholders or the holders of such a particular series to waive such default; or (c) to cure of Debentures, as the case may be, by supplemental indenture or otherwise, make any changes or corrections in this Indenture which it shall have been advised by Counsel are required for the purpose of curing or correcting any ambiguity or to correct defective or supplement any provision inconsistent provisions or clerical omissions or clerical mistakes or manifest errors contained herein or in any indenture supplemental indenture which may be defective hereto or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests Written Direction of the holders Corporation provided for the issue of Debentures, providing that in the opinion of the Securities Debenture Trustee (relying upon an opinion of any series; or (dCounsel) to change or eliminate any the rights of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only when there is Debentureholders are in no Security outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate or 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 Article Seven; or (j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (k) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andway prejudiced thereby.

Supplemental Indentures. SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, (a) The Issuer and the CompanyIndenture Trustee, when authorized by a Board Resolutionan Issuer Order, at any time and the Trustee may from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto (which shall conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as then in effect)Trustee, without the consent of the Securityholdersany Noteholder, for one or more any of the following purposes: (ai) to evidence correct or amplify the succession description of another person any property at any time subject to the CompanyLien of this Indenture, or to better assure, convey and confirm unto the assumption by Indenture Trustee any such successor of the covenants of the Company contained herein property subject or otherwise established with respect required to be subjected to the Securities; or (b) to add to the covenants Lien of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, 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 such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthIndenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default action pursuant to this clause (which period may be shorter or longer than that allowed in the case of other defaultsi) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Securities of Noteholders in any seriesrespect; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition 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 provisions; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to provide collateral security for the Securities; or (h) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (iii) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Indenture Trustee with respect to the Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Article SevenSection 7.9 hereof; or (jiii) to change cure any place ambiguity, to correct or places where supplement any provision herein which may be defective or inconsistent with any other provision herein or to conform the provisions herein to the descriptions set forth in the Offering Circular, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any action pursuant to clauses (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payablei), (2ii) all or (iii) shall not adversely affect the interests of any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; orNoteholder. (kb) The Indenture Trustee shall promptly deliver, at least five Business Days prior to provide for the payment by effectiveness thereof, to each Noteholder and the Company Rating Agency, a copy of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (l) any supplemental indenture entered into pursuant to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andSection 9.1(a).