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

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in the SecuritiesNotes; or (bii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to evidence and provide for a successor Trustee with respect to the Notes or to add to or change any provision to the extent necessary to appoint a separate Trustee for a specific series of Notes; or (iv) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (biv) shall not adversely affect the rights of the Holders in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (cv) to add to any additional Events of Default for the covenants, restrictions or obligations benefit of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders; or (dvi) to modifyconvey, eliminate transfer, assign, mortgage or add pledge to the Trustee as security for the Notes any provisions property or assets; or (vii) to supplement any provision of the this Indenture or the Securities to such extent as shall be necessary to ensure permit or facilitate the defeasance or discharge of the Notes; provided that such change or modification does not adversely affect the interests of the Holders of the Notes; or (viii) to add, change or eliminate any provision of this Indenture applying to one or more series of Notes; provided that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, deems such action necessary or advisable and that such action pursuant to this clause (d) shall does not adversely affect in any material respect the interests of any Holders Holder of any series of Notes in any material respect; or (ix) add, change or eliminate any provision of this Indenture in accordance with the holders Trust Indenture Act; provided that such action does not adversely affect the interests of any Holder of Notes, or (x) provide for the Preferred Securitiesissuance of additional debt securities of any series ranking equally with the Notes (other than the payment of interest accruing prior to the issue date of such further debt securities or except for the first payment of interest following the issue date of such further debt securities).

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b1) to cure any ambiguity, to correct omission, defect or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under inconsistency in this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c2) to add to provide for the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect assumption by a successor corporation as set forth in any material respect the interests of any Holders or the holders of the Preferred SecuritiesArticle VIII; or (d3) to modifycomply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or (4) to evidence and provide for the acceptance of appointment with respect to the Notes by a successor Trustee in accordance with this Indenture, eliminate and add or add to change any of the provisions of the this Indenture or the Securities to such extent as shall be necessary to ensure that provide for or facilitate the Securities are treated as indebtedness administration of the Company trusts under this Indenture by more than one Trustee; or (5) to secure the Notes; or (6) to add guarantees with respect to the Notes; or (7) to add covenants or Events of Default for United States Federal income tax purposes, provided, the benefit of the Holders or surrender any right or power conferred upon the Company; or (8) to make any change that such action pursuant to this clause (d) shall does not adversely affect the rights of any Holder in any material respect respect; or (9) to conform the interests provisions of any Holders this Indenture or the holders Notes to any provision of the Preferred Securities“Description of the Notes” section in the Prospectus Supplement.”

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b1) to cure any ambiguity, to correct omission, defect or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under inconsistency in this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c2) to add to provide for the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect assumption by a successor corporation as set forth in any material respect the interests of any Holders or the holders of the Preferred SecuritiesArticle VIII; or (d3) to modifycomply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or (4) to evidence and provide for the acceptance of appointment with respect to the Notes by a successor Trustee in accordance with this Indenture, eliminate and add or add to change any of the provisions of the this Indenture or the Securities to such extent as shall be necessary to ensure that provide for or facilitate the Securities are treated as indebtedness administration of the Company trusts under this Indenture by more than one Trustee; or (5) to secure the Notes; or (6) to add guarantees with respect to the Notes; or (7) to add covenants or Events of Default for United States Federal income tax purposes, provided, the benefit of the Holders or surrender any right or power conferred upon the Company; or (8) to make any change that such action pursuant to this clause (d) shall does not adversely affect the rights of any Holder in any material respect respect; or (9) to conform the interests provisions of any Holders this Indenture or the holders Notes to any provision of the Preferred Securities“Description of the Amortizing Notes” section in the Prospectus Supplement.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the CompanyCompany and the Guarantor, when authorized by a Board ResolutionResolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the CompanyCompany or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or the Guarantor or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (e) to evidence and provide for the acceptance of appointment hereunder by a successor trustee, provided, that such action pursuant to this clause (e) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (f) to comply with the rules and regulations of any securities exchange or automatic quotation system on which any of the Securities may be listed, traded or quoted, provided, that such action pursuant to this clause (f) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default; provided, that such action pursuant to this clause (e) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (f) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal federal income tax purposes, ; provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the CompanyCompany and any Guarantor, when authorized by a Board ResolutionResolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, or may amend, modify or supplement the Securities, this Indenture, the Intercreditor Agreement, or any of the Security Documents, in a form reasonably satisfactory to the TrusteeTrustee and the Company, for any of the following purposes: (a) to cure any ambiguity, defect or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this clause (a) shall not adversely affect the rights or interests of any Holder in any respect; 107 119 (b) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or to make any other change that does not adversely affect the rights or interests of any Holder; provided, that the Company has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights or interests of any Holder; (c) to provide for additional collateral for or additional Guarantors of the Securities; (d) to provide for uncertificated Securities in addition to or in place of certificated Securities; (e) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants obligations of the Company herein and in the Securities, in each case without releasing the Company from any obligations hereunder; or (bf) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent comply with any other provision hereinthe requirements of the TIA (which have not been, or are not permitted to make or amend any other provisions with respect to matters or questions arising under this Indenturebe, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securitieswaived herein).

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (bii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to provide for a successor Trustee with respect to the Securities; or (iv) to cure any ambiguity, ambiguity or defect or to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein; or (v) to add any additional Events of Default for the benefit of the Holders; or (vi) to convey, transfer, assign, mortgage or pledge to make the Trustee as security for the Securities any property or amend any other provisions with respect assets; or (vii) to matters or questions arising under this Indentureincrease the Conversion Rate of the Securities; provided, which shall not be inconsistent with the other provisions of this Indenture, providedhowever, that such action pursuant to increase shall be in accordance with the terms of this clause (b) Indenture or shall not adversely affect in any material respect the interests of any the Holders or the holders of the Preferred Securities; or (cviii) to add to the covenants, restrictions or obligations supplement any provision of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that permit or facilitate the Securities are treated as indebtedness discharge of the Company for United States Federal income tax purposes, provided, Securities; provided that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of the Securities; or (ix) to add or modify any other provision herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities in any material respect the interests of any Holders respect; or (x) to provide for or the holders add guarantors of the Preferred Securities; or (xi) to maintain the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one amend, modify or more indentures supplemental heretosupplement this Indenture or the Securities, in form reasonably satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (bii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to provide for a successor Trustee with respect to the Securities; or (iv) to add any additional Events of Default with respect to the Securities; or (v) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (biv) shall not adversely affect the interests of the Holders in any material respect respect; or (vi) to secure the interests of any Holders or the holders of the Preferred Securities; or (cvii) to add to reduce the covenantsConversion Price; provided, restrictions or obligations of the Company or to add to the Events of Default, providedhowever, that such action pursuant to reduction in the Conversion Price is in accordance with the terms of this clause (c) Indenture or shall not adversely affect the interests of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (dviii) to modify, eliminate or add to supplement any of the provisions of the Indenture or the Securities to such extent as shall be necessary to ensure permit or facilitate the discharge of the Securities; provided, however that such change or modification does not adversely affect the interests of the Holders of the Securities; or (ix) to make any changes or modifications necessary in connection with the registration of the Securities are treated under the Securities Act as indebtedness of contemplated in the Company for United States Federal income tax purposesRegistration Rights Agreement; provided, providedhowever, that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of Securities; or (x) to add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities in any material respect respect; or (xi) to convey, transfer, assign, mortgage or pledge to the interests of Trustee as security for the Securities any Holders property or the holders assets; or (xii) to comply with any requirements of the Preferred SecuritiesCommission in connection with the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (bc) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal federal income tax purposes, provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the CompanyCompany and the Guarantors, if any, when authorized by a Board ResolutionResolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, hereto or a restatement hereof in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct defect, or supplement any provision herein that may be defective or inconsistent with any other provision hereininconsistency, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, that provided such action pursuant to this clause (ba) shall not adversely affect in any material respect the interests of any Holder in any respect; (b) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the holders Company or to make any other change that does not adversely affect the rights of any Holder, provided that the Preferred Securities; orCompany has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (c) to add evidence the succession of another Person to the covenants, restrictions or Company and the assumption by any such successor of the obligations of the Company or to add to herein and in the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect Notes in any material respect the interests of any Holders or the holders of the Preferred Securities; oraccordance with Article V; (d) to modify, eliminate or add comply with the TIA; or (e) to any restate this Indenture so that it reflects this Indenture as originally executed as amended by all amendments and supplements hereto through the date of such restatement and contains only the then effective provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesIndenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.. [TPW: NYLEGAL:665375.4] 20965-00009 07/19/2007 07:27 PM

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; orIntentionally omitted; (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders; or (c) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (d) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders; or (de) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (de) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (bc) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, providedPROVIDED, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, providedPROVIDED, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, providedPROVIDED, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any HoldersSecurities, the Company, when authorized by a Board Resolution, and the Trustee, Trustee at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities; orSecurities contained, all as provided in Article Ten; (b2) to evidence and provide for the acceptance of appointment by another Person as a successor Trustee hereunder with respect to one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 8.08; (3) to add to the covenants and agreements of the Company for the benefit of the Holders of all or any series of Securities (if such covenants are for less than all series, stating that such covenants are for the benefit of such series), or to surrender any right or power herein conferred upon the Company provided that such action shall not adversely affect the interests of the Holders of Securities of any series then Outstanding; (4) to add any additional Events of Default or Defaults; (5) to eliminate any Event of Default, Default or covenant which is inconsistent with the treatment of the Securities as Tier 2 capital or the equivalent under the FRB’s Regulation Q, 12 C.F.R Part 217 (or any successor regulation); (6) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the Indenture provided such other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect the interests of the Holders of Securities of any series then Outstanding in any material respect (except for changes to confirm that the interests subordinated notes are Tier 2 capital or the equivalent under the FRB’s Regulation Q, 12 C.F.R Part 217 (or any successor regulation)); (7) to secure the Securities; (8) to establish any form or terms of Securities, as permitted by Section 2.03, and to provide for the issuance of any Holders series of Securities as permitted by Section 3.01, and to set forth the terms thereof; (9) to provide for the issuance of uncertificated Securities of one or more series in the holders place of certificated Securities; (10) to qualify or maintain the qualification of the Preferred SecuritiesIndenture under the TIA; or (c11) to add to comply with the covenants, restrictions rules and regulations of any securities exchange or obligations automated quotation system on which any of the Securities may be listed or traded. The Trustee with respect to any series of Securities affected by such supplemental indenture 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 to add to pledge of any property thereunder, but the Events of Default, provided, that such action pursuant to this clause (c) Trustee shall not adversely affect in be obligated to enter into any material respect such supplemental indenture which affects the interests of any Holders Trustee’s own rights, duties or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the immunities under this Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securitiesotherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one amend, modify or more indentures supplemental heretosupplement this Indenture or the Securities, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (c) to provide for a successor Trustee with respect to the Securities; or (d) to add any additional Events of Default with respect to the Securities; or (e) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (bSection 9.1(e) shall not adversely affect the interests of the Holders in any material respect respect; or (f) to secure the interests of any Holders or the holders of the Preferred Securities; or (cg) to add to reduce the covenantsConversion Price; provided, restrictions or obligations of the Company or to add to the Events of Default, providedhowever, that such action pursuant to reduction in the Conversion Price is in accordance with the terms of this clause (c) Indenture or shall not adversely affect the interests of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (dh) to modify, eliminate or add to supplement any of the provisions of the Indenture or the Securities to such extent as shall be necessary to ensure permit or facilitate the discharge of the Securities; provided, however that such change or modification does not adversely affect the interests of the Holders of the Securities are treated as indebtedness in any material respect; or (i) to make any changes or modifications necessary in connection with the registration of the Company for United States Federal income tax purposesSecurities under the Securities Act as contemplated in the Registration Rights Agreement; provided, providedhowever, that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of Securities in any material respect; or (j) to add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities in any Holders material respect; or (k) to conform this Indenture or the holders Securities to the description thereof under the caption “Description of Notes” in the Offering Memorandum; or (l) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (m) to comply with any requirements of the Preferred SecuritiesCommission in connection with the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:: EXHIBIT D (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (e) to evidence and provide for the acceptance of appointment hereunder of a successor Trustee.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one amend, modify or more indentures supplemental heretosupplement this Indenture or the Securities, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (c) to provide for a successor Trustee with respect to the Securities; or (d) to add any additional Events of Default with respect to the Securities; or (e) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or ; or (f) to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (bf) shall not adversely affect the interests of the Holders in any material respect respect; or (g) to secure the interests of any Holders or the holders of the Preferred Securities; or (ch) to add to reduce the covenantsConversion Price; provided, restrictions or obligations of the Company or to add to the Events of Default, providedhowever, that such action pursuant to reduction in the Conversion Price is in accordance with the terms of this clause (c) Indenture or shall not adversely affect the interests of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (di) to modify, eliminate or add to supplement any of the provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that permit or facilitate the Securities are treated as indebtedness discharge of the Company for United States Federal income tax purposes, Securities; provided, however that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of the Securities in any material respect; or (j) to add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities in any Holders material respect; or (k) to convey, transfer, assign, mortgage or pledge to the holders Trustee as security for the Securities any property or assets; or (l) to comply with any requirements of the Preferred SecuritiesCommission in connection with the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the 50 Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Debentures, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesDebentures; or (b) to add to the covenants of the Company for the benefit of the Holders of Debentures or to surrender any right or power herein conferred upon the Company; or (c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment thereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.8; or (e) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article XV; or (f) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (b) shall not not, in the opinion of the Board of Directors, adversely affect the interests of the Holders of Debentures in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (cg) to add make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on the covenantsDebentures, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action and all other matters required pursuant to this clause (c) shall not adversely affect Section 2.5 or otherwise necessary, desirable, or appropriate in any material respect connection with the interests issuance of any Holders or the Debentures to holders of Trust Securities in the Preferred Securities; or (d) to modify, eliminate or add to any provisions event of a distribution of Debentures by the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesInsignia Trust if a Special Event occurs and is continuing.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Debentures, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesDebentures; or (b) to add to the covenants of the Company for the benefit of the Holders of Debentures or to surrender any right or power herein conferred upon the Company; or (c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment thereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.8; or (e) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article XV; or (f) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (b) shall not not, in the opinion of the Board of Directors, adversely affect the interests of the Holders of Debentures in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (cg) to add make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on the covenantsDebentures, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action and all other matters required pursuant to this clause (c) shall not adversely affect Section 2.5 or otherwise necessary, desirable, or appropriate in any material respect connection with the interests issuance of any Holders or the Debentures to holders of Trust Securities in the Preferred Securities; or (d) to modify, eliminate or add to any provisions event of a distribution of Debentures by the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesTrust if a Special Event occurs and is continuing.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the CompanyCompany and any Guarantor, in each case when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretohereto or agreements or other instruments with respect to any Security or Guarantee, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another Person person to the CompanyCompany or any Guarantor, and the assumption by any such successor of the obligations of the Company or such Guarantor, herein and in the Securities in accordance with Article Five; or (2) to add to the covenants of the Company or any Guarantor for the benefit of the Holders, or to surrender any right or power herein and conferred upon the Company or any Guarantor in this Indenture, in the SecuritiesSecurities or in any Guarantee; or (b3) to comply with the requirements of the Commission in order to maintain the qualification of this Indenture under the TIA; or (4) to secure the Securities or add a Guarantor pursuant to the requirement of Section 4.11, 4.13 or 4.15 or otherwise; or (5) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; or (6) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, herein in the Securities or in any Guarantee; provided that such amendment or supplement or other instrument does not adversely affect the interests of any of the Holders in any respect; or (7) to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this IndentureSecurities or any Guarantee, providedprovided that, that in each case, such action pursuant to this clause (b7) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect Holders in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal federal income tax purposes, provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; : or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the [TPW: NYLEGAL:622313.5] 20889-00007 02/26/2007 01:27 PM Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to EXHIBIT D this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (e) to evidence and provide for the acceptance of appointment hereunder of a successor Trustee.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the CompanyCompany and the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession in accordance with the terms hereof of another Person to the CompanyCompany or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or in any of the Exhibits or Schedules hereto, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, ; provided that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders; or (c) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (d) to add to the covenants, restrictions or obligations of the Company or the Guarantor or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, provided that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesHolders.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Debentures, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesDebentures; or (b) to add to the covenants of the Company for the benefit of the Holders of Debentures or to surrender any right or power herein conferred upon the Company; or (c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment thereunder by a successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.8; or (e) to make further provision beneficial to the Holders with respect to the conversion rights of Holders pursuant to the requirements of Article XV; or (f) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (b) shall not adversely notadversely affect the interests of the Holders of Debentures in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (cg) to add make further provision beneficial to the covenants, restrictions or obligations Holders for the registration of the Company or to add to Debentures as provided in the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesRegistration Rights Agreement.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Notes, the Company, Issuer (when authorized by or pursuant to a Board Resolution, ) and the TrusteeTrustee (upon Issuer Order), at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to cure any ambiguity, ambiguity or to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect the interests of the Holders of Securities in any material respect respect; (b) to evidence the interests succession of another Person to the Issuer and the assumption by any Holders or the holders such successor of the Preferred Securities; orcovenants of the Issuer contained herein and in the Notes; (c) to add to secure the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; orNotes; (d) to modify, eliminate or add to the covenants of the Issuer for the benefit of the Holders of the Notes (as shall be specified in such supplemental indenture or indentures) or to surrender any provisions right or power herein conferred upon the Issuer; (e) to comply with the requirements of the Trust Indenture Act and the rules promulgated under the Trust Indenture Act; and (f) to amend, supplement or change any provision contained in the Indenture or any supplemental indenture, provided that no such amendment or supplement shall adversely affect the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness interests of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect Holders of any Notes then Outstanding in any material respect respect. The Trustee is hereby authorized to join with the interests Issuer in the execution of any Holders 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 holders 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 Preferred Securities.Holders of the Notes at the time outstanding, notwithstanding any of the provisions of Section 7.02

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the CompanyCompany and any Guarantor, when authorized by a Board ResolutionResolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, or may amend, modify or supplement the Securities, this Indenture, the Intercreditor Agreement, or any of the Collateral Documents, in form reasonably satisfactory to the TrusteeTrustee and the Company, for any of the following purposes: (a1) to cure any ambiguity, defect, or inconsistency, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this clause (1) shall not adversely affect the interests of any Holder in any respect; (2) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company or to make any other change that does not adversely affect the rights of any Holder; PROVIDED, that the Company has delivered to the Trustee an Opinion of Counsel stating that such change does not adversely affect the rights of any Holder; (3) to provide for additional collateral for or additional Guarantors of the Securities; (4) to provide for uncertificated Securities in addition to or in place of certificated Securities; (5) to evidence the succession of another Person person to the Company, and the assumption by any such successor of the covenants obligations of the Company Company, herein and in the SecuritiesSecurities in accordance with Article VI; or (b6) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent comply with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred SecuritiesTIA.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; orNotes; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company hereunder and under the Notes; (d) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision hereinherein or in the Notes, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which Indenture or under the Notes that shall not be inconsistent with the other provisions of this Indenture; provided that, providedin each case, that such action pursuant to this clause (b) provisions shall not adversely affect in any material respect the interests of the Holders; (e) to evidence, and provide for the acceptance of, the appointment of a successor Trustee hereunder; (f) to add any Holders additional Events of Default; (g) to secure the Notes or the holders of the Preferred Securities; add a Guarantor, or (ch) to add to the covenants, restrictions or obligations comply with any requirement of the Company SEC or to add to state securities regulators in connection with the Events qualification of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in Indenture under the Trust Indenture Act or any material respect the interests of any Holders registration or the holders qualification of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or Notes under the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders Act or the holders of the Preferred Securitiesstate securities laws.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one amend, modify or more indentures supplemental heretosupplement this Indenture or the Securities, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (c) to provide for a successor Trustee with respect to the Securities; or (d) to add any additional Events of Default with respect to the Securities; or (e) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (be) shall not adversely affect the interests of the Holders in any material respect respect; or (f) to secure the interests of any Holders or the holders of the Preferred Securities; or (cg) to add to reduce the covenantsConversion Price; provided, restrictions or obligations of the Company or to add to the Events of Default, providedhowever, that such action pursuant to reduction in the Conversion Price is in accordance with the terms of this clause (c) Indenture or shall not adversely affect the interests of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (dh) to modify, eliminate or add to supplement any of the provisions of the Indenture or the Securities to such extent as shall be necessary to ensure permit or facilitate the discharge of the Securities; provided, however that such change or modification does not adversely affect the interests of the Holders of the Securities are treated as indebtedness in any material respect; or (i) to make any changes or modifications necessary in connection with the registration of the Company for United States Federal income tax purposesSecurities under the Securities Act as contemplated in the Registration Rights Agreement; provided, providedhowever, that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of Securities in any material respect; or (j) to add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities in any Holders material respect; or (k) to conform this Indenture or the holders Securities to the description thereof under the caption "Description of Notes" in the Offering Memorandum; or (l) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (m) to comply with any requirements of the Preferred SecuritiesCommission in connection with the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board General Partner Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) (i) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or (ii) to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (bii) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (bii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to add any additional Events of Default for the benefit of the Holders; or (iv) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause Clause (d) shall not adversely affect the interests of the Holders in any material respect respect; or (v) to convey, transfer, assign, mortgage or pledge to the interests Trustee as security for the Securities any property or assets; or (vi) to evidence the succession of another corporation to the Company, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to the Section 8.01; or ---- (vii) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or (viii) make any change that does not adversely affect the rights of any Holders or the holders of the Preferred SecuritiesHolder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Company and the Trustee, for any of the following purposes: (a1) to cure ambiguities, defects or inconsistencies, or to make any other provisions with respect to questions or matters arising under this Indenture; (2) or to effect or maintain the qualification of the Indenture under the Trust Indenture Act; or (3) to secure the Securities; or (4) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (5) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (6) to make any other change to the provisions of this Indenture that does not adversely affect in all material respects the rights of Holders hereunder; or (7) to add any Guarantees; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.09(b); or (9) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities; or (b10) to cure add any ambiguityadditional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or (11) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to correct change or supplement eliminate any provision herein restrictions on the payment of principal of or any premium or interest, if any, on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that may be defective any such action shall not adversely affect the interests of the Holders of Securities of any series or inconsistent any related coupons in any material respect; or (12) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (13) to close this Indenture with any other provision herein, respect to the authentication and delivery of additional series of Securities or to make or amend any other provisions with respect to matters or questions arising under this Indenture; provided, which shall not be inconsistent with the other provisions of this Indenture, providedhowever, that such action pursuant to this clause (b) shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (c14) to add to the covenants, restrictions or obligations supplement any of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the this Indenture or the Securities to such extent as shall be necessary to ensure permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that any such action pursuant to this clause (d) shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, providedPROVIDED, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, providedPROVIDED, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (bc) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal federal income tax purposes, ; provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board ResolutionSole Member Consent, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or or• inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to cause this Indenture to be qualified under the Trust Indenture Act; or (2) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b3) to add to the covenants of the Company for the benefit of the Holders or an additional Event of Default, or to surrender any right or power conferred herein or in the Securities upon the Company; or (4) to secure the Securities; or (5) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Section 13.11; or (6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities; or (7) to cure any ambiguityambiguity or omission, to correct or supplement any provision herein that or in the Securities which may be defective or inconsistent with any other provision hereinherein or in the Securities, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided; PROVIDED, that such action pursuant to this clause Clause (b7) shall not adversely affect the interests of the Holders in any material respect and the interests Trustee may rely upon an Opinion of any Holders or the holders of the Preferred Securities; or (c) Counsel to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securitieseffect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (c) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or or (d) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one amend, modify or more indentures supplemental heretosupplement this Indenture or the Securities, in form reasonably satisfactory to the Trustee, for any of the following purposes:: 48 (ai) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (bii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to provide for a successor Trustee with respect to the Securities; or (iv) to add any additional Events of Default with respect to the Securities; or (v) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the other provisions of this Indenture, provided, provided that such action pursuant to this clause (biv) shall not adversely affect the interests of the Holders in any material respect respect; or (vi) to secure the interests of any Holders or the holders of the Preferred Securities; or (cvii) to add to reduce the covenantsConversion Price; provided, restrictions or obligations of the Company or to add to the Events of Default, providedhowever, that such action pursuant to reduction in the Conversion Price is in accordance with the terms of this clause (c) Indenture or shall not adversely affect the interests of the Holders of Securities (after taking into account tax and other consequences of such reduction) in any material respect the interests of any Holders or the holders of the Preferred Securitiesrespect; or (dviii) to modify, eliminate or add to supplement any of the provisions of the Indenture or the Securities to such extent as shall be necessary to ensure permit or facilitate the discharge of the Securities; provided, however that such change or modification does not adversely affect the interests of the Holders of the Securities are treated as indebtedness in any material respect; or (ix) to make any changes or modifications necessary in connection with the registration of the Company for United States Federal income tax purposesSecurities under the Securities Act as contemplated in the Registration Rights Agreement; provided, providedhowever, that such action pursuant to this clause (d) shall change or modification does not adversely affect the interests of the Holders of Securities in any material respect; or (x) to add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities in any Holders material respect; or (xi) to convey, transfer, assign, mortgage or pledge to the holders Trustee as security for the Securities any property or assets; or (xii) to comply with any requirements of the Preferred SecuritiesCommission in connection with the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (bc) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders Holders, or the holders of the Preferred Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; orNotes; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, that such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company hereunder and under the Notes; (d) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision hereinherein or in the Notes, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which Indenture or under the Notes that shall not be inconsistent with the other provisions of this Indenture; provided that, providedin each case, that such action pursuant to this clause (b) provisions shall not adversely affect in any material respect the interests of the Holders; (e) to evidence, and provide for the acceptance of, the appointment of a successor Trustee hereunder; (f) to add any Holders additional Events of Default; (g) to secure the Notes or the holders of the Preferred Securitiesadd a Guarantor; or (ch) to add to the covenants, restrictions or obligations comply with any requirement of the Company SEC or to add to state securities regulators in connection with the Events qualification of Default, provided, that such action pursuant to this clause (c) shall not adversely affect in Indenture under the Trust Indenture Act or any material respect the interests of any Holders registration or the holders qualification of the Preferred Securities; or (d) to modify, eliminate or add to any provisions of the Indenture or Notes under the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not adversely affect in any material respect the interests of any Holders Act or the holders of the Preferred Securitiesstate securities laws.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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 herein and in the Securities; or (b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture, provided, that such action pursuant to this clause (b) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (cd) to comply with the rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided,, that such action pursuant to this clause (ce) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or (df) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States Federal income tax purposes, provided,, that such action pursuant to this clause (df) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities.