Exhibit 4.4


ITLA CAPITAL CORPORATION

Issuer


AND


[    ],

Trustee






INDENTURE


Dated as of [                 ], 20__







Subordinated Debt Securities



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CROSS-REFERENCE TABLE(1)


	Section of

Trust Indenture Act

of 1939, as amended	Section of

  Indenture


	310(a)	7.10
	310(b)	7.09
	310(c)	Inapplicable
	311(a)	7.05, 7.14
	311(b)	7.14
	311(c)	Inapplicable
	312(a)	5.01
	312(b)	5.02(c)
	312(c)	5.02(c)
	313(a)	5.04(a)
	313(b)	5.04(a)
	313(c)	5.04(b)
	313(d)	5.04(c)
	314(a)	5.03
	314(b)	Inapplicable
	314(c)	13.10
	314(d)	Inapplicable
	314(e)	13.10
	314(f)	Inapplicable
	315(a)	7.01(b)
	315(b)	7.03
	315(c)	7.01(a)
	315(d)	7.01(b)
	315(e)	6.07
	316(a)	6.06
	316(b)	6.04
	316(c)	8.01
	317(a)	6.02
	317(b)	4.03
	318(a)	13.12




__________________________


(1)  This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the
interpretation of any of its terms or provisions.







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TABLE OF CONTENTS(1)


	ARTICLE I


		DEFINITIONS	1
		SECTION 1.01  Definitions of Terms.	1
	
ARTICLE II


		ISSUE, DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES	4
		SECTION 2.01  Designation and Terms of Securities.	4
		SECTION 2.02  Form of Securities and Trustee's Certificate.	7
		SECTION 2.03  Denominations: Provisions for Payment.	7
		SECTION 2.04  Execution and Authentication.	8
		SECTION 2.05  Registration of Transfer and Exchange.	9
		SECTION 2.06  Temporary Securities.	9
		SECTION 2.07  Mutilated, Destroyed, Lost or Stolen Securities.	10
		SECTION 2.08  Cancellation.	10
		SECTION 2.09  Benefits of Indenture.		11
		SECTION 2.10  Authenticating Agent.	11
		SECTION 2.11  Global Securities.		11
	
ARTICLE III


		REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	12
		SECTION 3.01  Redemption.	12
		SECTION 3.02  Notice of Redemption.	12
		SECTION 3.04  Payment Upon Redemption.	14
		SECTION 3.05  Securities Redeemed in Part	14
		SECTION 3.06  Sinking Fund.	14
		SECTION 3.07  Satisfaction of Sinking Fund Payments with Securities.	15
		SECTION 3.08  Redemption of Securities for Sinking Fund.	15
	
ARTICLE IV


		SECTION 4.01  Payment of Principal, Premium and Interest.	15
		SECTION 4.02  Maintenance of Office or Agency.		15
		SECTION 4.03  Paying Agents.	16
		SECTION 4.04  Appointment to Fill Vacancy in Office of Trustee.	17
		SECTION 4.05  Statement by Officers as to Default.	17
	
ARTICLE V


		SECURITYHOLDERS' LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE	17
		SECTION 5.01  Company to Furnish Trustee Names and Addresses of Securityholders.	17
		SECTION 5.02  Preservation Of Information; Communications With Securityholders.	17
		SECTION 5.03  Reports by the Company.		17
		SECTION 5.04  Reports by the Trustee	18







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ARTICLE VI


		REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT	18
		SECTION 6.01  Events of Default	18
		SECTION 6.02  Collection of Indebtedness and Suits for Enforcement by Trustee	20
		SECTION 6.03  Application of Moneys Collected	21
		SECTION 6.04  Limitation on Suits	21
		SECTION 6.05  Rights and Remedies Cumulative; Delay or Omission Not Waiver.	22
		SECTION 6.06  Control by Securityholders	22
		SECTION 6.07  Undertaking to Pay Costs	22
	
ARTICLE VII


		CONCERNING THE TRUSTEE	23
		SECTION 7.01  Certain Duties and Responsibilities of Trustee.	23
		SECTION 7.02  Certain Rights of Trustee	24
		SECTION 7.03.   Notice of Defaults	25
		SECTION 7.04  Trustee Not Responsible for Recitals or Issuance or Securities	25
		SECTION 7.05  May Hold Securities	25
		SECTION 7.06  Moneys Held in Trust	25
		SECTION 7.07  Compensation and Reimbursement	25
		SECTION 7.08  Reliance on Officers' Certificate	26
		SECTION 7.09  Disqualification; Conflicting Interests.	26
		SECTION 7.10  Corporate Trustee Required; Eligibility.	26
		SECTION 7.11  Resignation and Removal; Appointment of Successor.	26
		SECTION 7.12  Acceptance of Appointment By Successor.	27
		SECTION 7.13  Merger, Conversion, Consolidation or Succession to Business.	28
		SECTION 7.14  Preferential Collection of Claims Against the Company.	29



	
ARTICLE VIII


		CONCERNING THE SECURITYHOLDERS	29
		SECTION 8.01  Evidence of Action by Securityholders	29
		SECTION 8.02  Proof of Execution by Securityholders	29
		SECTION 8.03  Who May be Deemed Owners	29
		SECTION 8.04  Certain Securities Owned by Company Disregarded.	30
		SECTION 8.05  Actions Binding on Future Securityholders.	30
	
ARTICLE IX



		SUPPLEMENTAL INDENTURES	30
		SECTION 9.01  Supplemental Indentures Without the Consent of Securityholders	30
		SECTION 9.02  Supplemental Indentures With Consent of Securityholders.	31
		SECTION 9.03  Effect of Supplemental Indentures	32
		SECTION 9.04  Securities Affected by Supplemental Indentures.	32
		SECTION 9.05  Execution of Supplemental Indentures	32
	
ARTICLE X



		SUCCESSOR CORPORATION	33
		SECTION 10.01  Limitation on Mergers, Consolidations or Sales of Assets.	33
		SECTION 10.02  Successor Corporation Substituted	33




	
ARTICLE XI



		DISCHARGE OF INDENTURE; DEFEASANCE	33







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		SECTION 11.01  Discharge of Liability or Securities; Defeasance.	33
		SECTION 11.02  Conditions to Defeasance	34
		SECTION 11.03  Deposited Moneys to be Held in Trust	35
		SECTION 11.04  Payment of Moneys Held by Paying Agents.	35
		SECTION 11.05  Repayment to Company	35
		SECTION 11.06.   Effect on Subordination Provisions	35



	
ARTICLE XII


		IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS

AND DIRECTORS	36
		SECTION 12.01  No Recourse	36
	
ARTICLE XIII


		MISCELLANEOUS PROVISIONS	36
		SECTION 13.01  Effect on Successors and Assigns	36
		SECTION 13.02  Actions by Successor	36
		SECTION 13.03  Surrender of Company Powers	36
		SECTION 13.04  Notices	37
		SECTION 13.05.   Notice to Holders of Securities; Waiver	37
		SECTION 13.06.   Language of Notices	37
		SECTION 13.08  Governing Law	37
		SECTION 13.09  Treatment of Securities as Debt	37
		SECTION 13.10  Compliance Certificates and Opinions	37
		SECTION 13.11  Payments on Business Days	38
		SECTION 13.12  Conflict with Trust Indenture Act	38
		SECTION 13.13  Counterparts	38
		SECTION 13.14  Separability	38
		SECTION 13.15  Assignment	39
	
ARTICLE XIV



		SUBORDINATION OF SECURITIES	39
		SECTION 14.01	39
		SECTION 14.02. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	39
		SECTION 14.03. No Payment on Securities in Event of Default on Senior Indebtedness	40
		SECTION 14.04. Payments on Securities Permitted	40
		SECTION 14.05. Authorization of Securityholders to Trustee to Effect Subordination	41
		SECTION 14.06. Notices to Trustee	41
		SECTION 14.07. Trustee as Holder of Senior Indebtedness	41
		SECTION 14.08. Modifications of Terms of Senior Indebtedness	41
		SECTION 14.09. Reliance on Judicial Order or Certificate of Liquidating Agent	42





____________________________


(1)  This Table of Contents does not constitute part of the Indenture and shall not have any bearing upon the
interpretation of any of its terms or provisions. 





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            INDENTURE, dated as of [         ], 20__, among ITLA Capital Corporation, a Delaware corporation (the
"Company"), and [         ], as trustee (the "Trustee"): 


            WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the
"Securities"), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in
this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the
Trustee; 


            WHEREAS, to provide the terms and conditions upon which the Securities are to be authenticated, issued
and delivered, the Company has duly authorized the execution of this Indenture; and


            WHEREAS, all things necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done. 


            NOW, THEREFORE, in consideration of the premises and the purchase of the Securities by the holders
thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the holders of
Securities: 


ARTICLE I


DEFINITIONS


            SECTION 1.01  Definitions of Terms.


            The terms defined in this Section (except as in this Indenture otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section and shall include the plural as well as the singular. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that are by reference in
such Act defined in the Securities Act of 1933,as amended (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in
said Securities Act as in force at the date of the execution of this instrument. 


            "Authenticating Agent" means an authenticating agent with respect to all or any of the series of Securities
appointed with respect to all or any series of the Securities by the Trustee pursuant to Section 2.10. 


            "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


            "Board of Directors" means the Board of Directors of the Company or any duly authorized committee of
such Board.


            "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such
certification.


            "Business Day" means, with respect to any series of Securities, any day other than a day on which Federal
or State banking institutions in the Borough of Manhattan, The City of New York, are authorized or obligated by
law, executive order or regulation to close.


            "Certificate" means a certificate signed by the principal executive officer, the principal financial officer or
the principal accounting officer of the Company. The Certificate need not comply with the provisions of Section
13.10.


            "Company" means ITLA Capital Corporation, a corporation duly organized and existing under the laws of
the State of Delaware, and, subject to the provisions of Article Ten, shall also include its successors and assigns. 





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            "Company Request" and "Company Order" mean, respectively, a written request or order, as the case may
be, signed in the name of the Company by the Chairman of the Board of Directors, the President, a Managing
Director, or a Vice President, and by the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.


            "Corporate Trust Office" means the office of the Trustee at which, at any particular time, its corporate trust
business shall be principally administered, which office at the date hereof is located at [       ], except that whenever
a provision herein refers to an office or agency of the Trustee in the Borough of Manhattan, The City of New York,
such office is located, at the date hereof, at [       ].


            "Custodian" means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy
Law.


            "Default" means any event, act or condition that with notice or lapse of time, or both, would constitute an
Event of Default.


            "Depositary" means, with respect to Securities of any series, for which the Company shall determine that
such Securities will be issued as a Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), or other applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.01 or 2.11.


            "Event of Default" means, with respect to Securities of a particular series any event specified in Section
6.01, continued for the period of time, if any, therein designated.


            "Global Security" means, with respect to any series of Securities, a Security executed by the Company and
delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its nominee.


            "Governmental Obligations" means securities that are (i) direct obligations of the United States of America
for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America that, in either case,
are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any
such Governmental Obligation or a specific payment of principal of or interest on any such Governmental
Obligation held by such custodian for the account of the holder of such depositary receipt; provided, however, that
(except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in respect of the Governmental
Obligation or the specific payment of principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.


            "Herein", "hereof" and "hereunder", and other words of similar import, refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision.


            "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into in accordance with the terms hereof.


            "Interest" when used with respect to an Original Issue Discount Security which by its terms bears interest
only after maturity, means interest payable after maturity.


            "Interest Payment Date", when used with respect to any installment of interest on a Security of a particular
series, means the date specified in such Security or in a Board Resolution or in an indenture supplemental hereto
with respect to such series as the fixed date on which an installment of interest with respect to Securities of that
series is due and payable. 





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            "Officers' Certificate" means a certificate signed by the President, a Managing Director or a Vice President
and by the Chief Financial Officer, Treasurer or an Assistant Treasurer or the Controller or an Assistant Controller
or the Secretary or an Assistant Secretary of the Company that is delivered to the Trustee in accordance with the
terms hereof. Each such certificate shall include the statements provided for in Section 13.10, if and to the extent
required by the provisions thereof. 


            "Opinion of Counsel" means an opinion in writing of legal counsel, who may be an employee of or counsel
for the Company that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall
include the statements provided for in Section 13.10, if and to the extent required by the provisions thereof.


            "Original Issue Discount Security" means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 6.01. 


            "Outstanding", when used with reference to Securities of any series, means, subject to the provisions of
Section 8.04, as of any particular time, all Securities of that series theretofore authenticated and delivered by the
Trustee under this Indenture, except (a) Securities theretofore canceled by the Trustee or any paying agent, or
delivered to the Trustee or any paying agent for cancellation or that have previously been canceled; (b) Securities or
portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary
amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent);
provided, however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as in Article Three provided, or provision satisfactory to
the Trustee shall have been made for giving such notice; and (c) Securities in lieu of or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07. 


            "Person" means any individual, corporation, limited liability company, partnership, joint-venture,
joint-stock company, unincorporated organization or government or any agency or political subdivision thereof. 


            "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the lost, destroyed or stolen Security.



            "Responsible Officer" when used with respect to the Trustee means the Chairman of the Board of
Directors, the President, any Managing Director, any Vice President, the Secretary, the Chief Financial Officer, the
Treasurer, any trust officer, any corporate trust officer or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity
with the particular subject. 


            "Securities" means the debt Securities authenticated and delivered under this Indenture.


            "Securityholder", "holder of Securities", "registered holder", or other similar term, means the Person or
Persons in whose name or names a particular Security shall be registered on the books of the Company kept for that
purpose in accordance with the terms of this Indenture.


            "Senior Indebtedness" means (a) any liability of the Company (1) for borrowed money or under any
reimbursement obligation relating to a letter of credit, surety bond or similar instrument, or (2) evidenced by a bond,
note, debenture or similar instrument, or (3) for obligations to pay the deferred purchase price of property or





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services, except trade accounts payable arising in the ordinary course of business, or (4) for the payment of money
relating to a capitalized lease obligation, or (5) for the payment of money under any Swap Agreement; (b) any
liability of others described in the preceding clause (a) that the Company has guaranteed or that is otherwise its legal
liability; and (c) any deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a)
and (b) above, unless, in the instrument creating or evidencing any such liability referred to in clause (a) or (b)
above or any such deferral, renewal, extension or refunding referred to in clause (c) above or pursuant to which the
same is outstanding, it is expressly provided that such liability, deferral, renewal, extension or refunding is not
senior or  prior in right of payment to the Securities or ranks pari passu with or subordinate to the Securities in right
of payment; and provided that the Securities shall not constitute Senior Indebtedness. 

            "Significant Subsidiary" means, with respect to any Person, any Subsidiary of such Person which is a
"significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X promulgated under the Securities Act of
1933, as amended (as in effect on the date of the Indenture), but substituting 50 percent for 10 percent in each
instance that 10 percent appears in such rule.


            "Subsidiary" means, with respect to any Person, (i) any corporation at least a majority of whose
outstanding Voting Stock shall at the time be owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any general partnership, limited liability
company, joint venture or similar entity, at least a majority of whose outstanding partnership or similar interests
shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general
partner. 


            "Swap Agreement" means any commodity contract, interest rate or currency swap agreement, cap, floor or
collar agreement, currency swap or forward contract or other similar agreement or arrangement designed to protect
against fluctuations in currency exchange rates or interest rates.


            "Trustee" means [         ], and, subject to the provisions of Article Seven, shall also include its successors
and assigns, and, if at any time there is more than one Person acting in such capacity hereunder, "Trustee" shall
mean each such Person.  The term "Trustee" as used with respect to a particular series of the Securities shall mean
the trustee with respect to that series. 


            "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, subject to the provisions of
Sections 9.01, 9.02, and 10.01, as in effect at the date of execution of this instrument.


            "Voting Stock", as applied to stock of any Person, means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election
of a majority of the directors (or the equivalent) of such Person, other than shares, interests, participations or other
equivalents having such power only by reason of the occurrence of a contingency.


            "Yield to Maturity" means the yield to maturity on a series of Securities, calculated at the time of issuance
of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.


ARTICLE II


ISSUE, DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES 


            SECTION 2.01  Designation and Terms of Securities.


            (a)   The aggregate principal amount of Securities that may be authenticated and delivered under this
Indenture is unlimited.  The Securities may be issued in one or more series up to the aggregate principal amount of
Securities of that series from time to time authorized by or pursuant to a Board Resolution of the Company or






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pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there
shall be established in or pursuant to a Board Resolution of the Company, and set forth in an Officers' Certificate of
the Company, or established in one or more indentures supplemental hereto:

                                    (1)   the title of the Security of the series (which shall distinguish the Securities of the series
from all other Securities);


                        (2)   any limit upon the aggregate principal amount of the Securities of that series that may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of that series); 


                        (3)   if other than United States dollars, the currency or currencies, including the euro and
other composite currencies, in which payments on the debt securities will be payable and whether the holder may
elect payment to be made in a different currency;


                        (4)   the date or dates on which the principal of the Securities of the series is payable;


                        (5)   the rate or rates at which the Securities of the series shall bear interest or the manner of
calculation of such rate or rates, if any, including whether the Securities are issued with original issue discount; 


                        (6)   the date or dates from which such interest shall accrue, the Interest Payment Dates on
which such interest will be payable or the manner of determination of such Interest Payment Dates and the record
date for the determination of holders to whom interest is payable on any such Interest Payment Dates and the place
where payments shall be payable; 


                        (7)   the right, if any, to extend the interest payment periods and the duration of such
extension;


                        (8)   the period or periods within which, the price or prices at which and the terms and
conditions upon which, Securities of the series may be redeemed, in whole or in part, at the option of the Company; 


                        (9)   the obligation, if any, of the Company to redeem or purchase Securities of the series
pursuant to any sinking fund or analogous provisions (including payments made in cash in participation of future
sinking fund obligations) or at the option of a holder thereof and the period or periods within which, the price or
prices at which, and the terms and conditions upon which, Securities of the series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;


                        (10)   the subordination terms of the Securities of the series, if different from those set forth in
Article Fourteen and elsewhere herein; 


                        (11)   the form of the Securities of the series including the form of the Certificate of
Authentication for such series;


                        (12)   if other than denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, the denominations in which the Securities of the series shall be issuable;


                        (13)   any and all other terms with respect to such series (which terms shall not be inconsistent
with the terms of this Indenture) including any terms which may be required by or advisable under United States
laws or regulations or advisable in connection with the marketing of Securities of that series; 


                        (14)   if the amount of payments of principal or interest is to be determined by reference to an
index or formula, or based on a coin or currency other than that in which the debt securities are stated to be payable,
the manner in which these amounts will be determined and the calculation agent, if any;






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                        (15)   if any Securities are to be issuable in global form, when any of such Securities are to be
issuable in global form and (i) whether such Securities are to be issued in temporary or permanent global form or
both, (ii) whether beneficial owners of interests in any such Global Security may exchange such interests for
Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances
under which any such exchanges may occur, if other than in the manner specified in Section 2.05, and (iii) the name
of the Depositary with respect to any Global Security; 


                        (16)   whether the Securities will be convertible into shares of common stock or other securities
of the Company and, if so, the terms and conditions upon which such Securities will be so convertible, including the
conversion price and the conversion period;


                        (17)   if other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.01;


                        (18)   any addition to, or modification or deletion of Events of Default or restrictive covenants
provided for with respect to the Securities of the series;


                        (19)   if Section 11.02(b) shall not be applicable to the Securities of such series, and any
deletions from, or modifications or additions to, the provisions of Article Eleven in respect of the Securities of such
series;


                        (20)   if any of such Securities are to be issuable upon the exercise of warrants, and the time,
manner and place for such Securities to be authenticated and delivered;


                        (21)   if any of such Securities are to be issuable in global form and are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary Security) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates,
documents or conditions;


                        (22)   if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the
identity of each Security Registrar, paying agent or Authenticating Agent with respect to such Securities; and


                        (23)   any other terms of such Securities and any deletions from or modifications or additions to
this Indenture in respect of such Securities.


            All Securities of any one series shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to any such Board Resolution or in any indentures supplemental hereto. 


            If any of the terms of the series are established by action taken pursuant to a Board Resolution of the
Company, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate of the Company
setting forth the terms of the series. 


            Securities of any particular series may be issued at various times, with different dates on which the
principal or any installment of principal is payable, with different rates of interest, if any, or different methods by
which rates of interest may be determined, with different dates on which such interest may be payable and with
different redemption dates. Unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series without the consent of the holders. Any such reopened series shall all vote together as one
series on any matter to which they are entitled to vote. 






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            SECTION 2.02  Form of Securities and Trustee's Certificate. 


            The Securities of any series and the Trustee's certificate of authentication to be borne by such Securities
shall be substantially of the tenor and purport as set forth in one or more indentures supplemental hereto or as
provided in a Board Resolution of the Company and as set forth in an Officers' Certificate of the Company and may
have such letters, numbers or other marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which Securities of that series may be
listed, or to conform to usage.


            SECTION 2.03  Denominations: Provisions for Payment.


            The Securities shall be issuable as registered Securities and in the denominations of one thousand U.S.
dollars ($1,000) or any integral multiple thereof, subject to Section 2.01(a)(12). The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect to that series. The principal of and the
interest on the Securities of any series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of America that at the time is legal tender for
public and private debt, at the office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date of its authentication. Unless
otherwise provided pursuant to Section 2.01, interest on the Securities shall be computed on the basis of a 360-day
year composed of twelve 30-day months.


            The interest installment on any Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one or
more Predecessor Securities) is registered at the close of business on the regular record date for such interest
installment. In the event that any Security of a particular series or portion thereof is called for redemption and the
redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as
provided in Section 3.04.


            Any interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date for Securities of the same series (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below: 


            (1)   The Company may make payment of any Defaulted Interest on Securities to the Persons in whose
names such Securities (or their respective Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and
the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which
shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage
prepaid, to each Securityholder at his or her address as it appears in the Security Register (as hereinafter defined),
not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest
and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such special
record date and shall be no longer payable pursuant to the following clause (2). 






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            (2)   The Company may make payment of any Defaulted Interest on any Securities in any other lawful
manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of
the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 


            Unless otherwise set forth in a Board Resolution of the Company or one or more indentures supplemental
hereto establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term "regular record
date" as used in this Section with respect to a series of Securities with respect to any Interest Payment Date for such
series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date
is the first day of a month, or the last day of the month immediately preceding the month in which an Interest
Payment Date established for such  series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date
is the fifteenth day of a month, whether or not such date is a Business Day.


            Subject to the foregoing provisions of this Section, each Security of a series delivered under this Indenture
upon transfer of or in exchange for or in lieu of any other Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Security.


            SECTION 2.04  Execution and Authentication.


            The Securities shall be signed on behalf of the Company by its President, or one of its Managing Directors
or Vice Presidents, or its Chief Financial Officer, or its Treasurer, or one of its Assistant Treasurers, or its
Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant
Secretaries. Signatures may be in the form of a manual or facsimile signature.  The Company may use the facsimile
signature of any Person who shall have been a President, Managing Director or Vice President thereof, or of any
Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President,
Managing Director or a Vice President, or the Secretary or an Assistant Secretary, of the Company. The seal of the
Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.  The Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage.  Each Security shall be dated the date of its authentication by the Trustee.


            A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by
an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.


            At any time and from time to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company
Order for the authentication and delivery of such Securities, and the Trustee in accordance with such written order
shall authenticate and deliver such Securities.


            In authenticating such Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in
conformity with the provisions of this Indenture.


            If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an
Opinion of Counsel at the time of issuance of each Security, but such opinion, with such modifications as counsel
shall deem appropriate, shall be delivered at or before the time of issuance of the first Security of such series.  After
any such first delivery, any separate Company Request that the Trustee authenticate Securities of such series for
original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Securities continue to have been complied with.






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            The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee. 


            SECTION 2.05  Registration of Transfer and Exchange.


            (a)   Securities of any series may be exchanged upon presentation thereof at the office or agency of the
Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other
Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a
sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In
respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and
such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the
Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding. 


            (b)   The Company shall keep, or cause to be kept, at its office or agency designated for such purpose
in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a
register or registers (herein referred to as the "Security Register") in which, subject to such reasonable regulations as
it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided
and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of
registering Securities and transfer of Securities as herein provided shall be known as the "Security Registrar".
Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be the initial Security
Registrar for each series of Securities.  The Company shall have the right to remove and replace from time to time
the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities shall have been appointed by the
Company and shall have accepted such appointment.  In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for
such series at all reasonable times.  There shall be only one Security Register for each series of Securities.


            Upon surrender for transfer of any Security at the office or agency of the Company designated for such
purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the
name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a
like aggregate principal amount.


            All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section,
shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or
instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the
registered holder or by such holder's duly authorized attorney in writing.


            (c)   No service charge shall be made for any exchange or registration of transfer of Securities, or issue
of new Securities in case of partial redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to
Section 2.06, the second paragraph of Section 3.04 and Section 9.04 not involving any transfer.


            (d)   The Company shall not be required (i) to issue, exchange or register the transfer of any Securities
during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption
of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such
mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for
redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11
hereof.


            SECTION 2.06  Temporary Securities.


            Pending the preparation of definitive Securities of any series, the Company may execute, and the Trustee
shall authenticate and deliver, temporary Securities (printed, lithographed or typewritten) of any authorized






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denomination.  Such temporary Securities shall be substantially in the form of the definitive Securities in lieu of
which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company.  Every temporary Security of any series shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner,
and with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will execute
and will furnish definitive Securities of such series and thereupon any or all temporary Securities of such series may
be surrendered in exchange therefor (without charge to the holders), at the office or agency of the Company
designated for the purpose in the Borough of Manhattan, the City and State of New York, and the Trustee shall
authenticate and such office or agency shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company advises the Trustee to the effect that
definitive Securities need not be executed and furnished until further notice from the Company. Until so exchanged,
the temporary Securities of such series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.

            SECTION 2.07  Mutilated, Destroyed, Lost or Stolen Securities. 


            In case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the
Company (subject to the next succeeding sentence) shall execute, and upon the request of the Company pursuant to
a Company Request, the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same
series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen.  In every case the applicant for
a substituted Security shall furnish to the Company and the Trustee such security or indemnity as may be required
by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the
applicant's Security and of the ownership thereof. The Trustee may authenticate any such substituted Security and
deliver the same upon the request of the Company pursuant to a Company Request.  Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.  In case any Security that has matured or is about to mature shall
become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the
applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as they may
require to save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company
and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof.


            Every replacement Security issued pursuant to the provisions of this Section shall constitute an additional
contractual obligation of the Company whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series duly issued hereunder.  All Securities shall be
held and owned upon the express condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful)
any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other securities without their surrender. 


            SECTION 2.08  Cancellation.


            All Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer
shall, if surrendered to the Company or any paying agent, be delivered to the Trustee for cancellation, or, if
surrendered to the Trustee, shall be canceled by it, and no Securities shall be issued in lieu thereof except as
expressly required or permitted by any of the provisions of this Indenture.  On request of the Company pursuant to a
Company Request delivered to the Trustee, the Trustee shall deliver to the Company canceled Securities held by the
Trustee. In the absence of such request the Trustee may dispose of canceled Securities in accordance with its
standard procedures and deliver a certificate of disposition to the Company. If the Company shall otherwise acquire
any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the Trustee for cancellation.






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            SECTION 2.09  Benefits of Indenture.


            Nothing in this Indenture or in the Securities, express or implied, shall give or be construed to give to any
Person, other than the parties hereto and the holders of the Securities (and, with respect to the provisions of Article
Fourteen, the holders of Senior Indebtedness) any legal or equitable right, remedy or claim under or in respect of
this Indenture, or under any covenant, condition or provision herein contained; all such covenants, conditions and
provisions being for the sole benefit of the parties hereto and of the holders of the Securities (and, with respect to
the provisions of Article Fourteen, the holders of Senior Indebtedness).


            SECTION 2.10  Authenticating Agent.


            So long as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for
any or all such series of Securities which the Trustee shall have the right to appoint.  Said Authenticating Agent
shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange,
transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All
references in this Indenture to the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the
Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be
permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is
authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at
any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign
immediately.


            Any corporation into which an Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate
agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing
of any paper or any further act on the part of the Trustee or the Authenticating Agent.


            Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and
to the Company.  The Trustee may at any time (and upon request by the Company pursuant to a Company Request
delivered to the Trustee shall) terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company.  Upon resignation, termination or cessation of
eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an
Authenticating Agent pursuant hereto.


            SECTION 2.11  Global Securities.


            (a)   If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are
to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, a Global Security that (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, such of the Outstanding Securities of such series, as shall be specified
therein and that the aggregate amount of Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges, (ii) shall be registered in the name of the Depositary or its nominee, (iii)
shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Indenture, this
Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary."  Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made






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by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or
in a Company Request delivered to the Trustee pursuant to Section 2.04 or Section 2.06. 

            (b)   Notwithstanding the provisions of Section 2.05, the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the
Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a
nominee of such successor Depositary.


            (c)   If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling
or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be
registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor
Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the
Securities of such series and the Company will execute, and subject to Section 2.05, the Trustee will authenticate
and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations,
and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange
for such Global Security. In addition, the Company may at any time determine that the Securities of any series shall
no longer be represented by a Global Security and that the provisions of this Section 2.11 shall no longer apply to
the Securities of such series. In such event the Company will execute and subject to Section 2.05, the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the
Securities of such series in definitive registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such
Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities in
definitive registered form issued in exchange for the Global Security pursuant to this Section 2.11(c) shall be
registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee.  The Trustee shall deliver such Securities to
the Depositary for delivery to the Persons in whose names such Securities are so registered.


ARTICLE III


REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 


            SECTION 3.01  Redemption.


            The Company may redeem the Securities of any series issued hereunder on and after the dates and in
accordance with the terms established for such series pursuant to Section 2.01 hereof.


            SECTION 3.02  Notice of Redemption.


            (a)   In case the Company shall desire to exercise such right to redeem all or, as the case may be, a
portion of the Securities of any series in accordance with the right reserved so to do, the Company shall, or shall
cause the Trustee to, give notice of such redemption to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 90 days
before the date fixed for redemption (the "Redemption Date") of that series to such holders at their last addresses as
they shall appear upon the Security Register unless a shorter period is specified in the Securities to be redeemed.
Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given,
whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of
any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the
case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction.






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            All notices of redemption shall state:



            (1)   the Redemption Date,


            (2)   the price at which the Securities will be redeemed (the "Redemption Price"),


            (3)   	if less than all Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption, the principal amount) of the particular Security or Securities to be
redeemed,


            (4)   in case any Security is to be redeemed in part only, the notice which relates to such
Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder of
such Security will receive, without charge, a new Security or Securities of authorized denominations for
the principal amount thereof remaining unredeemed,


            (5)   that, on the Redemption Date, the Redemption Price shall become due and payable upon
each such Security or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to
accrue on and after said date,


            (6)   the place or places where such Securities, if any, maturing after the Redemption Date, are
to be surrendered for payment of the Redemption Price and any accrued interest and any tax or other
governmental charges pertaining thereto,


            (7)   that the redemption is for a sinking fund if such is the case,


            (8)   in the case of Securities of any series that are convertible or exchangeable into common
stock or other securities of the Company, the conversion or exchange price or rate, the date or dates on
which the right to convert or exchange the principal of the Securities of such series to be redeemed will
commence or terminate, as applicable, and the place or places where such Securities may be surrendered
for conversion or exchange, and


            (9)   the CUSIP number or the Euroclear or the Cedel reference numbers of such Securities, if
any (or any other numbers used by a Depositary to identify such Securities).




            (b)   If less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at
least 45 days' notice in advance of the date fixed for redemption as to the aggregate principal amount of Securities
of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem
appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to one
thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount of such Securities of a
denomination larger than $1,000, the Securities to be redeemed and shall thereafter promptly notify the Company in
writing of the numbers of the Securities to be redeemed, in whole or in part.


            The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its
Chairman of the Board of Directors, the Chief Executive Officer, any Managing Director or any Vice President,
instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption
and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the
Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of
redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register,
transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the provisions of this Section.






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            SECTION 3.03  Deposit of Redemption Price.


            On or prior to any Redemption Date, the Company shall deposit, with respect to the Securities of any series
called for redemption pursuant to Section 3.02, with the Trustee or with a paying agent (or, if the Company is acting
as its own paying agent, segregate and hold in trust as provided in Section 4.03(b)) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 2.01 for or in the Securities of such series) any accrued interest on and any
tax or other governmental charges with respect thereto, all such Securities or portions thereof which are to be
redeemed on that date.


            SECTION 3.04  Payment Upon Redemption.


            (a)   If the giving of notice of redemption shall have been completed as above provided, the Securities
or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the
Redemption Date and at the place stated in such notice at the applicable Redemption Price, together with interest
accrued to the Redemption Date and interest on such Securities or portions of Securities shall cease to accrue on and
after the Redemption Date, unless the Company shall default in the payment of such Redemption Price and accrued
interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or
after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and
redeemed at the applicable Redemption Price for such series, together with interest accrued thereon to the
Redemption Date (but if the Redemption Date is an interest payment date, the interest installment payable on such
date shall be payable to the registered holder at the close of business on the applicable record date pursuant to
Section 2.03).


            (b)   Upon presentation of any Security of such series that is to be redeemed in part only, the Company
shall execute and the Trustee shall authenticate and the office or agency where the Security is presented shall deliver
to the holder thereof, at the expense of the Company, a new Security of the same series, containing identical terms
and provisions, of any authorized denominations in principal amount equal to the unredeemed portion of the
Security so presented.


            (c)   If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the
principal and any premium, until paid, shall bear interest from the Redemption Date at the rate prescribed therefor in
the Security or, if no rate is prescribed therefor in the Security, at the rate of interest, if any, borne by such Security.


            SECTION 3.05  Securities Redeemed in Part.


            Any Security which is to be redeemed only in part shall be surrendered at any office or agency for such
Security maintained pursuant to Section 4.02 (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Securityholder or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Securityholder without service charge, a new Security or Securities of the same
series, containing identical terms and provisions, of any authorized denomination as requested by such
Securityholder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal
of the security so surrendered.  If a Security in global form is so surrendered, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Security in global form as shall be specified in a
Company Order with respect thereto to the Trustee, without service charge, a new Security in global form in a
denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so
surrendered.


            SECTION 3.06  Sinking Fund.


            The provisions of Sections 3.06, 3.07 and 3.08 shall be applicable to any sinking fund for the retirement of
Securities of a series, except as otherwise specified as contemplated by Section 2.01 for Securities of such series. 






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            The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is
herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment".  If
provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 3.07.  Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such series. 


            SECTION 3.07  Satisfaction of Sinking Fund Payments with Securities. 


            The Company (i) may deliver Outstanding Securities of a series (other than any Securities previously called
for redemption) and (ii) may apply as a credit Securities of a series that have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series, provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such
Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.


            SECTION 3.08  Redemption of Securities for Sinking Fund. 


            Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Company
will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by the
payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of
that series pursuant to Section 3.07 and the basis for such credit and will, together with such Officers' Certificate,
deliver to the Trustee any Securities to be so delivered and any optional amount to satisfy any payment of cash.  If
such Officers' Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified.  Not less than
30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 3.02 and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner provided in Section 3.02.  Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Section 3.04.


ARTICLE IV


            SECTION 4.01  Payment of Principal, Premium and Interest. 


            The Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and
interest on the Securities of that series at the time and place and in the manner provided herein and established with
respect to such Securities.


            SECTION 4.02  Maintenance of Office or Agency.


            So long as any series of the Securities remain Outstanding, the Company agrees to maintain an office or
agency in the Borough of Manhattan, the City and State of New York, with respect to each such series and at such
other location or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series
may be presented for payment, (ii) Securities of that series may be presented as herein above authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be given or served, such designation to continue with respect to such
office or agency until the Company shall, by written notice signed by its Chairman of the Board of Directors, the
Chief Executive Officer, any Managing Director or a Vice President and delivered to the trustee, designate some
other office or agency for such purposes or any of them provided that, if all Securities of such series are originally






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issued solely in the form of one or more permanent Global Securities, then the Company shall not be required to
maintain any such office or agency in the Borough of Manhattan, the City and State of New York, unless and until
all or any portion of such Global Securities shall be exchanged for definitive certificated Securities of such series as
contemplated by the last paragraph of this Section 4.02. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, notices and demands.

            As set forth above in this Section 4.02, and unless otherwise provided pursuant to Section 2.01 with
respect to any series of Securities, in the event that the Securities of a series are originally issued solely in the form
of one or more permanent Global Securities and if at any time thereafter Securities of such series are issued in
definitive certificated form in exchange for all or any portion of such Global Securities (whether pursuant to Section
2.11 or otherwise pursuant to the terms of such Securities), the Company shall, at all times from and after the date
of the first such exchange until such time as no Securities of such series in definitive certificated form are
Outstanding, establish and maintain an office or agency in the Borough of Manhattan, the City and State of New
York (in addition to any other offices or agencies the Company is required to maintain in respect of such Securities)
where Securities of such series may be surrendered and where notices and demands in respect of such Securities of
such series and this Indenture may be served for the purposes specified in, and as contemplated by, the first
paragraph of this Section 4.02.


            SECTION 4.03  Paying Agents.


            (a)   If the Company shall appoint one or more paying agents for all or any series of the Securities,
other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section:


                        (1)   that it will hold all sums held by it as such agent for the payment of the principal of (and
premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company
or by any other obligor of such Securities) in trust for the benefit of the Persons entitled thereto;


                        (2)   that it will give the Trustee notice of any failure by the Company (or by any other obligor
of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of
that series when the same shall be due and payable;


                        (3)   that it will, at any time during the continuance of any failure referred to in the preceding
paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust
by such paying agent; and


                        (4)   that it will perform all other duties of paying agent as set forth in this Indenture.


            (b)   If the Company shall act as its own paying agent with respect to any series of the Securities, it will
on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and
premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any
failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or
more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if
any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will
promptly notify the Trustee of this action or failure so to act.


            (c)   Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums in trust as
provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any






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paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held
by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or
such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released
from all further liability with respect to such money.

            SECTION 4.04  Appointment to Fill Vacancy in Office of Trustee. 


            The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the
manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.


            SECTION 4.05  Statement by Officers as to Default.


            The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, an Officers' Certificate signed by its principal executive officer, principal financial
officer or principal accounting officer stating whether or not to the best knowledge of the signer thereof the
Company is in default in the performance and observance of any of the terms, provisions and conditions of this
Indenture, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of
which he or she may have knowledge.


ARTICLE V


SECURITYHOLDERS' LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE


            SECTION 5.01  Company to Furnish Trustee Names and Addresses of Securityholders.


            The Company will furnish or cause to be furnished to the Trustee (a) on each regular record date (as
defined in Section 2.03) a list, in such form as the Trustee may reasonably require, of the names and addresses of
the holders of each series of Securities as of such regular record date, provided that the Company shall not be
obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect from the most
recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing
within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, no such list
need be furnished for any series for which the Trustee shall be the Security Registrar.


SECTION 5.02  Preservation Of Information; Communications With Securityholders.


            (a)   The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to
the names and addresses of the holders of Securities contained in the most recent list furnished to it as provided in
Section 5.01 and as to the names and addresses of holders of Securities received by the Trustee in its capacity as
Security Registrar (if acting in such capacity).


            (b)   The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new
list so furnished.


            (c)   Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with
other Securityholders with respect to their rights under this Indenture or under the Securities.  The Company, the
Trustee and the Security Registrar shall have the protection of Section 312(c) of the Trust Indenture Act.


            SECTION 5.03  Reports by the Company.


            (a)   The Company covenants and agrees to file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules






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and regulations prescribe) that the Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; provided that, if the Company is not required to file information, documents or
reports pursuant to either of such sections, then to file with the Trustee and the Commission, as the case may be,
only such other information as is required pursuant to Section 5.03(b) below.

            (b)   The Company covenants and agrees to file with the Trustee and the Commission, in accordance
with the rules and regulations prescribed from to time by the Commission, such additional information, documents
and reports, including with respect to compliance by the Company with the conditions and covenants provided for
in this Indenture, as may be required from time to time by such rules and regulations.


            (c)   The Company covenants and agrees to transmit by mail, first class postage prepaid, or reputable
over-night delivery service that provides for evidence of receipt, to the Securityholders, as their names and
addresses appear upon the Security Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the Company pursuant to subsections
(a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the
Commission.


            SECTION 5.04  Reports by the Trustee.


            (a)   Within 60 days after May 15 of each year commencing with the first May 15 following the first
issuance of Securities pursuant to Section 2.01, if required by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15 with
respect to any of the events specified in said Sections 313(a) and 313(b)(2) which may have occurred since the later
of the immediately preceding May 15 and the date of this Indenture.


            (b)   The Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the times
specified therein.


            (c)   Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by
Sections 313(c) and 313(d) of the Trust Indenture Act.


ARTICLE VI


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


            SECTION 6.01  Events of Default.


            (a)   Whenever used herein with respect to Securities of a particular series, "Event of Default" means
any one or more of the following events that has occurred and is continuing:


                        (1)    the Company defaults in the payment of any installment of interest upon any of the Securities
of that series, as and when the same shall become due and payable, and continuance of such default for a period of
30 days; provided, however, that a valid extension of an interest payment period by the Company in accordance
with the terms of any indenture supplemental hereto, shall not constitute a default in the payment of interest for this
purpose; 


                        (2)   the Company defaults in the payment of the principal of (or premium, if any, on) any of the
Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption,
by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to
that series; provided, however, that a valid extension of the maturity of such Securities in accordance with the terms
of any indenture supplemental hereto shall not constitute a default in the payment of principal or premium, if any;






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                        (3)   the Company fails to observe or perform any other of its covenants or agreements with respect
to that series contained in this Indenture or otherwise established with respect to that series of Securities pursuant to
Section 2.01 hereof (other than a covenant or agreement that has been expressly included in this Indenture solely for
the benefit of one or more series of Securities other than such series) for a period of 90 days after the date on which
written notice of such failure, requiring the same to be remedied and stating that such notice is a "Notice of Default"
hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company
and the Trustee by the holders of at least 25% in principal amount of the Securities of that series at the time
Outstanding;


                        (4)   the entry by a court of competent jurisdiction of (A) a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable Bankruptcy Law or insolvency, reorganization or other similar law, or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under any applicable Federal or State law, or
appointing a custodian, receiver, conservator, liquidator, assignee, trustee, sequestrator or other similar official of
the Company or of any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company, and the continuance of any such decree or order for relief unstayed and in effect for a period of 60
consecutive days; or


                        (5)   the commencement by the Company of a voluntary case or
proceeding under any applicable Bankruptcy Law or insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by the Company to the entry of a decree or order for relief
in respect of the Company in an involuntary case or proceeding under any applicable
Bankruptcy Law or insolvency, reorganization or other similar law, or to the commencement of any bankruptcy or insolvency case or proceeding against the Company, or the filing by the Company of a petition or answer
or consent seeking reorganization or relief under any applicable Bankruptcy Law or insolvency, reorganization or other similar law, or the consent by the Company to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, conservator, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of the property of the Company, or the making by the Company of an assignment for the
benefit of creditors, or the taking of corporate action by the Company in furtherance
of any such action; or


                        (6)   any other Event of Default provided in or pursuant to this Indenture with respect to Securities
of such series.


            (b)   If an Event of Default as described in Section 6.01(a)(4) or 6.01(a)(5) occurs and is continuing, unless
the principal of all the Securities of that series shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may declare
the principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all the Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be immediately due and payable,
notwithstanding anything contained in this Indenture or in the Securities of that series or established with respect to
that series pursuant to Section 2.01 to the contrary.


            (c)    At any time after the principal of the Securities of that series shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of that series then
Outstanding hereunder, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of that series and the principal of (and premium, if any, on) any and
all Securities of that series that shall have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon






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overdue installments of interest, at the rate per annum or Yield to Maturity (in the case of Original Issue Discount
Securities) expressed in the Securities of that series (or at the respective rates of interest or Yields to Maturity of all
the Securities, as the case may be) to the date of such payment or deposit) and the amount payable to the Trustee
under Section 7.07, and (ii) any and all Events of Default under the Indenture with respect to such series, other than
the nonpayment of principal, premium, if any, or interest on Securities of that series that (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) shall not
have become due by their terms, shall have been remedied or waived as provided in Section 6.06.

            No such rescission and annulment shall extend to or shall affect any subsequent default or impair any right
consequent thereon. 


            (d)   In case the Trustee shall have proceeded to enforce any right with respect to Securities of that
series under this Indenture and such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in
every such case the Company and the Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such
proceedings had been taken.


            SECTION 6.02  Collection of Indebtedness and Suits for Enforcement by Trustee.


            (a)   The Company covenants that (1) in case it shall default in the payment of any installment of
interest on any of the Securities of a series, or any payment required by any sinking or analogous fund established
with respect to that series as and when the same shall have become due and payable, and such default shall have
continued for a period of 30 days, or (2) in case it shall default in the payment of the principal of (or premium, if
any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity
of the Securities of a series or upon redemption or upon declaration or otherwise, then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount
that then shall have been become due and payable on all such Securities for principal (and premium, if any) or
interest, or both, as the case may be, with interest upon the overdue  principal (and premium, if any) and (to the
extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the
rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.07.


            (b)   If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor
upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or other obligor upon the Securities of that series, wherever situated. 


            (c)   In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment,
arrangement, composition or judicial proceedings affected the Company, or its creditors or property, the Trustee
shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and
shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of
Securities of such series allowed for the entire amount due and payable by the Company under the Indenture at the
date of institution of such proceedings and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other property payable or deliverable on any
such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.07;
and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section
7.07.






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            (d)   All rights of action and of asserting claims under this Indenture, or under any of the terms
established with respect to Securities of that series, may be enforced by the Trustee without the possession of any of
such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or
proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.07, be for the
ratable benefit of the holders of the Securities of such series.


            In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce
the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any
power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.


            Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting
the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the
claim of any Securityholder in any such proceeding.


            SECTION 6.03  Application of Moneys Collected.


            Any moneys collected by the Trustee pursuant to this Article with respect to a particular series of Securities
shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of
such moneys on account of principal (or premium, if any) or interest, upon presentation of the Securities of that
series, and notation thereon the payment, if only partially paid, and upon surrender thereof if fully paid: 


            FIRST: To the payment of costs and expenses of collection and of all amounts payable to the Trustee under
Section 7.07;


            SECOND: To the payment of all Senior Indebtedness of the Company if and to the extent required by
Article Fourteen;


            THIRD: To the payment of the amounts then due and unpaid upon Securities of such series for principal
(and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for
principal (and premium, if any) and interest, respectively; and 


            FOURTH:  The balance, if any, to the Person or Persons entitled thereto.


            SECTION 6.04  Limitation on Suits.


            No holder of any Security of any series shall have any right by virtue or by availing of any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder
previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the holders
of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in its own name as trustee hereunder;
(iii) such holder or holders shall have offered to the Trustee such reasonable indemnity as  it may require against the
costs, expenses and liabilities to be incurred therein or thereby; and (iv) the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding and (v)
during such 60 day period, the holders of a majority in principal amount of the Securities of that series do not give
the Trustee a direction inconsistent with the request.






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            Notwithstanding anything contained herein to the contrary, the right of any holder of any Security to
receive payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or
after the respective due dates expressed in such Security (or in the case of redemption, on the redemption date), or
to institute suit for the enforcement of any such payment on or after such respective dates or redemption date, shall
not be impaired or affected without the consent of such holder and by accepting a Security hereunder it is expressly
understood, intended and covenanted by the taker and holder of every Security of such series with every other such
taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any
manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the
rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of Securities of such series.  For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity. 


            SECTION 6.05  Rights and Remedies Cumulative; Delay or Omission Not Waiver. 


            (a)   Except as otherwise provided in Section 2.07, all powers and remedies given by this Article to the
Trustee or to the Securityholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the holders of the Securities, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.


            (b)   No delay or omission of the Trustee or of any holder of any of the Securities to exercise any right
or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or on acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by
the Securityholders.


            SECTION 6.06  Control by Securityholders.


            The holders of a majority in aggregate principal amount of the Securities of any series at the time
Outstanding, determined in accordance with Section 8.04, shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to such series; provided, however, that such direction shall not be in conflict with any rule
of law or with this Indenture or be unduly prejudicial to the rights of holders of Securities of any other series at the
time Outstanding determined in accordance with Section 8.04; and provided, further, that the Trustee may take any
other action deemed proper by the Trustee which is not inconsistent with such direction. Prior to the taking of any
action hereunder, the Trustee shall be entitled to reasonable indemnification satisfactory to the Trustee against all
losses and expenses caused by taking or not taking such action. Subject to the provisions of Section 7.01, the
Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee
in personal liability. The holders of a majority in aggregate principal amount of the Securities of any series at the
time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the holders of all
of the Securities of such series waive any past default in the performance of any of the covenants contained herein
or established pursuant to Section 2.01 with respect to such series and its consequences, except a default in the
payment of the principal of, or premium, if any, or interest on, any of the Securities of that series as and when the
same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the
Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.






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            SECTION 6.07  Undertaking to Pay Costs.


            All parties to this Indenture agree, and each holder of any Securities by such holder's acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Security of such series, on or after the respective
due dates expressed in such Security or established pursuant to this Indenture.


ARTICLE VII


CONCERNING THE TRUSTEE


            SECTION 7.01  Certain Duties and Responsibilities of Trustee. 


            (a)   The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a
series and after the curing of all Events of Default with respect to the Securities of that series that may have
occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as
are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the
Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured
or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.


            (b)   No provision of this Indenture shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful misconduct, except that:


                        (1)   prior to the occurrence of an Event of Default with respect to the Securities of a series
and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: 


		(i)		the duties and obligations of the Trustee shall with respect to the Securities of
such series be determined solely by the express provisions of this Indenture, and
the Trustee shall not be liable with respect to the Securities of such series except
for the performance of such duties and obligations as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


		(ii)	in the absence of bad faith on the part of the Trustee, the Trustee may with
respect to the Securities of such series conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished to
the Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirement of this Indenture;





                        (2)   the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;

                        (3)   the Trustee shall not be liable with respect to any action taken or omitted to be taken by it
in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the






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Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this
Indenture with respect to the Securities of that series; and

                        (4)   None of the provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds
or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is
not reasonably assured to it.


            SECTION 7.02  Certain Rights of Trustee.


            Except as otherwise provided in Section 7.01:


            (a)   The Trustee may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond,
security or other paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties;


            (b)   Any request, direction, order or demand of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (unless other evidence in respect thereof is specifically
prescribed herein), and any resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;


            (c)   Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter
be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence shall be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers'
Certificate;


            (d)   The Trustee may consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted
hereunder in good faith and in reliance thereon;


            (e)   The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities that may be incurred therein or thereby; nothing contained herein shall, however,
relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the
Securities (that has not been cured or waived) to exercise with respect to Securities of that series such of the rights
and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent
man would exercise or use under the circumstances in the conduct of his own affairs;


            (f)   The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and
believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 


            (g)   The Trustee shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond,
security, or other papers or documents, unless requested in writing to do so by the holders of not less than a majority
in principal amount of the Outstanding Securities of the particular series affected thereby (determined as provided in
Section 8.04); provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be
repaid by the Company upon demand; and






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            (h)   The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it hereunder.


            SECTION 7.03.   Notice of Defaults.


            Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series,
the Trustee shall transmit by mail to all holders of Securities of such series entitled to receive reports pursuant to
Section 5.03, notice of such default hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if
any), or interest, if any, on or any sinking fund installment with respect to, any Security of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the best interest of the Securityholders of such series; and provided, further, that in the case of
any default of the character specified in Section 6.01(a)(3) - 6.01(a)(6) with respect to Securities of such series, no
such notice to Securityholders shall be given until at least 30 days after the occurrence thereof.  For the purpose of
this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.


            SECTION 7.04  Trustee Not Responsible for Recitals or Issuance or Securities.


            (a)   The recitals contained herein and in the Securities (except the Trustee's certificate of authenticity)
shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the
same.


            (b)   The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities except that the Trustee represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the statements made by it in any Statement
of Eligibility on Form T-1 or successor or equivalent form supplied to the Company are true and accurate, subject to
the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of the Securities or the proceeds thereof.


            (c)   The Trustee shall not be accountable for the use or application by the Company of any of the
Securities or of the proceeds of such Securities, or for the use or application of any moneys paid over by the Trustee
in accordance with any provision of this Indenture or established pursuant to Section 2.01, or for the use or
application of any moneys received by any paying agent other than the Trustee.


            SECTION 7.05  May Hold Securities.


            The Trustee, any paying agent or Security Registrar or any other Person that may be an agent of the Trustee
or the Company, in its individual or any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not Trustee, paying agent or Security Registrar or such other person and, subject
to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, paying agent, Security Registrar or such other Person.


            SECTION 7.06  Moneys Held in Trust.


            Subject to the provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law.  The Trustee shall be under no liability for interest on any moneys
received by it hereunder except such as it may agree with the Company to pay thereon.






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            SECTION 7.07  Compensation and Reimbursement.


            (a)   The Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to,
such reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of
a trustee of an express trust), as the Company, and the Trustee may from time to time agree in writing, for all
services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of
the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Trustee
(and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of
liability in the premises.


            (b)   The obligations of the Company under this Section to compensate and indemnify the Trustee and
to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of
particular Securities.


            SECTION 7.08  Reliance on Officers' Certificate.


            Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.


            SECTION 7.09  Disqualification; Conflicting Interests. 


            If the Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the
Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b)
of the Trust Indenture Act.


            SECTION 7.10  Corporate Trustee Required; Eligibility. 


            There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times
be a corporation organized and doing business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the
Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus
of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority.  If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  The Company may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in Section 7.11.


            SECTION 7.11  Resignation and Removal; Appointment of Successor. 


            (a)   The Trustee or any successor hereafter appointed, may at any time resign with respect to the
Securities of one or more series by giving written notice thereof to the Company and by transmitting notice of






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resignation by mail, first class postage prepaid, to the Securityholders of such series, as their names and addresses
appear upon the Security Register. Upon receiving such notice of resignation, the Company shall promptly appoint a
successor trustee with respect to Securities of such series by written instrument, in duplicate, executed by order of
the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to Securities of such series, or any
Securityholder of that series who has been a bona fide holder of a Security or Securities for at least six months may
on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

            (b)   In case at any time any one of the following shall occur: 


                        (1)   the Trustee shall fail to comply with the provisions of Section 7.09 after written request
therefor by the Company pursuant to a Company Request or by any Securityholder who has been a bona fide holder
of a Security or Securities for at least six months; or


                        (2)   the Trustee shall cease to be eligible in accordance with the provisions of Section 7.10
and shall fail to resign after written request therefor by the Company pursuant to a Company Request or by any such
Securityholder; or


                        (3)   the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be
appointed or consented to, or any public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Company may
remove the Trustee with respect to all Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, unless the Trustee's duty to resign is stayed as provided herein,
any Securityholder, subject to Section 315(e) of the Trust Indenture Act,  who has been a bona fide holder of a
Security or Securities for at least six months may, on behalf of that holder and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint
a successor trustee.


            (c)   The holders of a majority in aggregate principal amount of the Securities of any series at the time
Outstanding may at any time remove the Trustee with respect to such series by so notifying the Trustee and the
Company and may appoint a successor Trustee for such series with the consent of the Company.


            (d)   Any resignation or removal of the Trustee and appointment of a successor trustee with respect to
the Securities of a series pursuant to any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.12. 


            (e)   Any successor trustee appointed pursuant to this Section may be appointed with respect to the
Securities of one or more series or all of such series, and at any time there shall be only one Trustee with respect to
the Securities of any particular series.


            SECTION 7.12  Acceptance of Appointment By Successor. 


            (a)   In case of the appointment hereunder of a successor trustee with respect to all Securities, every
such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument






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transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder.

            (b)   In case of the appointment hereunder of a successor trustee with respect to the Securities of one or
more (but not all) series, the Company, the retiring Trustee and each successor trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor trustee
shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such successor trustee
relates, (2) shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall 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, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any act or failure to act on the part of any other Trustee hereunder; and upon the
execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities of that or
those series to which the appointment of such successor trustee relates have no further responsibility for the exercise
of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture,
and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor trustee relates; but, on request of the Company pursuant to a Company Request
or the request of any successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor
trustee relates.


            (c)   Upon request of any such successor trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.


            (d)   No successor trustee shall accept its appointment unless at the time of such acceptance such
successor trustee shall be qualified and eligible under this Article.


            (e)   Upon acceptance of appointment by a successor trustee as provided in this Section, the Company
shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register.  If the Company fails to transmit
such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the Company.


            SECTION 7.13  Merger, Conversion, Consolidation or Succession to Business. 


            Any corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such corporation shall be qualified under the provisions of Section 7.09 and eligible under
the provisions of Section 7.10, without the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Securities. 






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            SECTION 7.14  Preferential Collection of Claims Against the Company. 


            The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein. 


ARTICLE VIII


CONCERNING THE SECURITYHOLDERS


            SECTION 8.01  Evidence of Action by Securityholders.


            Whenever in this Indenture it is provided that the holders of a majority or specified percentage in aggregate
principal amount of the Securities of a particular series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of
taking any such action the holders of such majority or specified percentage of that series have joined therein may be
evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities
of that series in Person or by agent or proxy appointed in writing.


            If the Company shall solicit from the Securityholders of any series any request, demand, authorization,
direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no
obligation to do so.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of that series have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of that series shall be computed as of the record date; provided, however, that no
such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record
date. 


            SECTION 8.02  Proof of Execution by Securityholders.


            Subject to the provisions of Section 7.01, proof of the execution of any instrument by a Securityholder
(such proof will not require notarization) or his agent or proxy and proof of the holding by any Person of any of the
Securities shall be sufficient if made in the following manner:


            (a)   The fact and date of the execution by any such Person of any instrument may be proved in any
reasonable manner acceptable to the Trustee. 


            (b)   The ownership of Securities shall be proved by the Security Register of such Securities or by a
certificate of the Security Registrar thereof. 


            (c)   The Trustee may require such additional proof of any matter referred to in this Section as it shall
deem necessary.


            SECTION 8.03  Who May be Deemed Owners.


            Prior to the due presentment for registration of transfer of any Security, the Company, the Trustee, any
paying agent and any Security Registrar may deem and treat the Person in whose name such Security shall be
registered upon the books of the Company as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the






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Security Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. 

            No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have
any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all
purposes whatsoever.  None of the Company, the Trustee, any paying agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


            SECTION 8.04  Certain Securities Owned by Company Disregarded. 


            In determining whether the holders of the requisite aggregate principal amount of Securities of a particular
series have concurred in any direction, consent of waiver under this Indenture, the Securities of that series that are
owned by the Company or any other obligor on the Securities of that series or by any Person directly or indirectly
controlling or controlled by or under common control with the Company or any other obligor on the Securities of
that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series that the Trustee actually knows are so owned shall be so disregarded.  The
Securities so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this
Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company or any such other obligor.  In case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.


            SECTION 8.05  Actions Binding on Future Securityholders. 


            At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking
of any action by the holders of the majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action, any holder of a Security of that series
that is shown by the evidence to be included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security
shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of
any Security issued in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of
whether or not any notation in regard thereto is made upon such Security.  Any action taken by the holders of the
majority or percentage in aggregate principal amount of the Securities of a particular series specified in this
Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the
holders of all the Securities of that series.


ARTICLE IX


SUPPLEMENTAL INDENTURES


            SECTION 9.01  Supplemental Indentures Without the Consent of Securityholders.


            In addition to any supplemental indenture otherwise authorized by this Indenture, the Company and the
Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the
Securityholders, for one or more of the following purposes: 






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            (a)   to cure any ambiguity, defect, or inconsistency herein, in the Securities of any series;


            (b)   to comply with Article Ten;


            (c)   to add to the covenants of the Company for the benefit of the holders of all or any series of
Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series) or to surrender any right or power
herein conferred upon the Company;


            (d)   to make any change that does not adversely affect the rights of any Securityholder in any material
respect;


            (e)   to provide for the issuance of and establish the form and terms and conditions of the Securities of
any series as provided in Section 2.01, to establish the form of any certifications required to be furnished pursuant
to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of
Securities; or


            (f)   to comply with any requirements of the Securities and Exchange Commission in connection with
qualifying, or maintaining the qualification of, this Indenture under the Trust Indenture Act.


            The Trustee is hereby authorized to join with the Company in the execution of any such supplemental
indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise. 


            Any supplemental indenture authorized by the provisions of this Section may be executed by the Company
and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding
any of the provisions of Section 9.02.


            SECTION 9.02  Supplemental Indentures With Consent of Securityholders. 


            With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in
aggregate principal amount of the Securities of each series affected by such supplemental indenture or indentures at
the time Outstanding, the Company, when authorized by Board Resolutions, and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of
the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner
not covered by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the holders of each Security then
Outstanding and affected thereby change the fixed maturity of any Securities of any series, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable
upon the redemption thereof or modify any of the subordination provisions in a manner adverse to the holders of
such Securities.


            In addition, any reduction in the percentage of principal amount of Securities, the holders of which are required
to consent to any amendment, modification or waiver under the applicable indenture will require the affirmative
consent of at least the percentage of Securities which would originally have been required to make such consent,
modification or waiver effective.


            A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture
which shall have been included expressly and solely for the benefit of one or more particular series of Securities, or
which modifies the rights of the holders of Securities of such series with respect to such covenant or other






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provision, shall be deemed not to affect the rights under this Indenture of the holders of Securities of any other
series.

            It shall not be necessary for the consent of the Securityholders of any series affected thereby under this
Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such
consent shall approve the substance thereof.


            SECTION 9.03  Effect of Supplemental Indentures.


            Upon the execution of any supplemental indenture pursuant to the provisions of this Article or of Section
10.01, this Indenture shall, with respect to such series, be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of
the Trustee, the Company and the holders of Securities of the series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.


            SECTION 9.04  Securities Affected by Supplemental Indentures. 


            Securities of any series, affected by a supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets the requirements of any exchange upon
which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors of the
Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared by
the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then
Outstanding.


            SECTION 9.05  Execution of Supplemental Indentures.


            Upon the request of the Company pursuant to a Company Request, accompanied by the Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in
the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not
be obligated to enter into such supplemental indenture.  The Trustee, subject to the provisions of Section 7.01, may
receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this
Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee
under the provisions of this Article to join in the execution thereof; provided, however, that such Opinion of
Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the
terms of a series of Securities pursuant to Section 2.01 hereof. 


            Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to
the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby as
their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.






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ARTICLE X


SUCCESSOR CORPORATION


            SECTION 10.01  Limitation on Mergers, Consolidations or Sales of Assets. 


            The Company may not consolidate or merge with or into (whether or not the Company is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets in one
or more related transactions to, another Person or Persons unless: 


            (i)   the Company is the surviving corporation or the entity or the Person formed by or surviving any
such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia;


            (ii)   the entity or Person formed by or surviving any such consolidation or merger (if other than the
Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made assumes all the obligations of the Company under this Indenture and the Securities pursuant to
a supplemental indenture in a form reasonably satisfactory to the Trustee; and


            (iii)   immediately after such transaction no Event of Default exists.


            If a supplemental indenture is required to be executed, the Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of
Counsel, covering clauses (i) through (iii) above, stating that the proposed transaction and such supplemental
indenture comply with this Indenture.  The Trustee shall be entitled to conclusively rely upon such Officers'
Certificate and Opinion of Counsel.


            SECTION 10.02  Successor Corporation Substituted.


            (a)   In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon
the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the due and punctual payment of the principal of, premium, if any, and interest
on all of the Securities of all series Outstanding and the due and punctual performance of all of the obligations,
covenants and conditions of this Indenture or established with respect to each series of the Securities pursuant to
Section 2.01 to be performed by the Company with respect to each series, such successor corporation shall succeed
to and be substituted for the Company with the same effect as if it had been named as the Company herein, and
thereupon the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the
Securities.


            (b)   In case of any such consolidation, merger, sale, conveyance, transfer or other disposition such
changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may
be appropriate. 


ARTICLE XI


DISCHARGE OF INDENTURE; DEFEASANCE


            SECTION 11.01  Discharge of Liability or Securities; Defeasance. 


            (a)   When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities (A) have become due and
payable, (B) will become due and payable at maturity within one year or (C) are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the






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name, and at the expense, of the Company and the Company, in the case of (ii) (A), ( B) or (C) above, irrevocable
deposits with the Trustee funds sufficient to pay at maturity (or, in the case of (ii)(C), on the applicable Redemption
Date) all remaining obligations on the outstanding Securities, including interest thereon to maturity (or, in the case
of (ii) (C), to the applicable Redemption Date) (other than in the case of (ii) (A), (B) or (C), Securities replaced
pursuant to Section 2.07), and if in the case of either (i) or (ii), the Company pays all other sums payable hereunder
by the Company, then this Indenture shall, subject to Section 11.01(c), cease to be of further effect. The Trustee
shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company.

            (b)   Subject to Sections 11.01(c) and 11.02, the Company at any time may terminate (i) all its
obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections
4.04, 4.05 and 5.03 and any other sections of a supplemental indenture specifically identified therein as being
subject to this section ("covenant defeasance option").  The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.


            If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated
because of an Event of Default with respect thereto.  If the Company exercises its covenant defeasance option,
payment of the Securities may not be accelerated because of an Event of Default with respect to a failure to comply
with its obligations under 4.04, 4.05 and 5.03 and any other sections contained in a supplemental indenture which
are specifically identified as being the subject of this section.


            Upon satisfaction of the conditions set forth herein and upon request of the Company pursuant to a
Company Request, the Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminated.


            (c)   Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.05, 2.07, 2.08,
4.02, 4.03, 5.02, 7.07, and 7.11 and in this Article Eleven shall survive until the Securities have been paid in full.
The rights of outstanding securities to receive solely from the trust funds described in Section 11.03 payments in
respect of principal of, premium, if any, and interest on such Securities when such payments are due shall also
survive until the Securities have been paid in full. Thereafter, the Company's obligations in Section 7.07 and 11.05
shall survive.


            SECTION 11.02  Conditions to Defeasance.


            The Company may exercise its legal defeasance option or its covenant defeasance option only if:


            (a)   the Company irrevocably deposits in trust with the Trustee money sufficient or Government
Obligations, the principal of and interest on which when due, will be sufficient, or a combination thereof, sufficient
for the payment of principal of and interest on the Securities to maturity or redemption, as the case may be;


            (b)   the Company delivers to the Trustee a certificate from a nationally recognized firm of independent
accountants expressing their opinion that the payments of principal and interest when due and without reinvestment
on the deposited Government Obligations plus any deposited money without investment will provide cash at such
times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities to
maturity or redemption, as the case may be;


            (c)   91 days pass after the deposit is made and during the 91-day period no Default specified in
Sections 6.01(a)(5) or (a)(6) with respect to the Company occurs which is continuing at the end of the period;


            (d)   the deposit does not constitute a default under any other material agreement binding on the
Company;


            (e)   in the case of the legal defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable Federal






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income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the
Securityholders will not recognize income, gain or loss of Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred;

            (f)   in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Securityholders will not recognize income, gain or loss for Federal income
tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such covenant defeasance had not
occurred; and 


            (g)   the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent to either legal defeasance or covenant defeasance as contemplated by this
Article Eleven have been complied with.


            SECTION 11.03  Deposited Moneys to be Held in Trust.


            All moneys or Governmental Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02
shall be held in trust and shall be available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the particular series of Securities for the
payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee.


            SECTION 11.04  Payment of Moneys Held by Paying Agents. 


            In connection with the satisfaction and discharge of this Indenture all moneys or Governmental Obligations
then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be paid to
the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys
or Governmental Obligations. 


            SECTION 11.05  Repayment to Company.


            Any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by
the Company, in trust for payment of principal of or premium or interest on the Securities of a particular series that
are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon
which the principal of (and premium, if any) or interest on such Securities shall have respectively become due and
payable, shall be repaid to the Company on May 31 of each year or (if then held by the Company) shall be
discharged from such trust; and thereupon the paying agent and the Trustee shall be released from all further
liability with respect to such moneys or Governmental Obligations, and the holder of any of the Securities entitled to
receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment
thereof.  


            The Trustee shall deliver or pay to the Company from time to time upon written request by the Company
pursuant to a Company Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (a) of Section 11.02 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess
of the amount which would then be required to be deposited to effect a legal defeasance or covenant defeasance, as
applicable, in accordance with Sections 11.01 and 11.02. 


            SECTION 11.06.   Effect on Subordination Provisions.


            Unless otherwise expressly provided pursuant to Section 2.01 with respect to the Securities of any series,
the provisions for subordination of the Securities set forth in Article Fourteen hereof are hereby expressly made
subject to the provisions for discharge and defeasance set forth in Article 11 of this Indenture and, anything herein
to the contrary notwithstanding, upon the effectiveness of such satisfaction and discharge pursuant to Section 11.01
or any such legal defeasance or covenant defeasance pursuant to Sections 11.01 and 11.02 with respect to the






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Securities of any series, such Securities shall thereupon cease to be so subordinated and shall no longer be subject to
the provisions of Article Fourteen of this Indenture and, without limitation to the foregoing, all moneys,
Government Obligations and other securities or property deposited with the Trustee (or other qualifying trustee) in
trust in connection with such satisfaction and discharge, defeasance or covenant defeasance, as the case may be, and
all proceeds therefrom may be applied to pay the principal of, premium, if any, and interest, if any, on, and tax or
other governmental charge, if any, with respect to the Securities of such series as and when the same shall become
due and payable notwithstanding the provisions of Article Fourteen.

ARTICLE XII


IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS

AND DIRECTORS


            SECTION 12.01  No Recourse.


            No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or
for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder,
officer or director, past, present or future as such, of the Company or of any predecessor or successor corporation,
either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and
that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors as such, of the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and
any and all such rights and claims against, every such incorporator, stockholder, officer or director as such, because
of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such
Securities.


ARTICLE XIII


MISCELLANEOUS PROVISIONS


            SECTION 13.01  Effect on Successors and Assigns.


            All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the
Company shall bind their respective successors and assigns, whether so expressed or not.


            SECTION 13.02  Actions by Successor.


            Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and performed with like force and effect by
the corresponding board, committee or officer of any corporation that shall at the time be the lawful sole successor
of the Company.






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            SECTION 13.03  Surrender of Company Powers.


            The Company by instrument in writing executed by authority of 2/3 (two- thirds) of its Board of Directors
and delivered to the Trustee may surrender any of the powers reserved to the Company, and thereupon such power
so surrendered shall terminate both as to the Company and as to any successor corporation. 


            SECTION 13.04  Notices.


            Except as otherwise expressly provided herein any notice or demand that by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the holders of Securities to or on the Company
may be given or served by being deposited first class postage prepaid in a post-office letterbox addressed (until
another address is filed in writing by the Company with the Trustee), as follows: ITLA Capital Corporation, 888
Prospect Street, Suite 110, La Jolla, California 92037; Attention Chief Financial Officer. Any notice, election,
request or demand by the Company or any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee.


            SECTION 13.05.   Notice to Holders of Securities; Waiver.


            Except as otherwise expressly provided herein any notice shall be sufficiently given to holders of
Securities if in writing and mailed, first-class postage prepaid, to each holder of Securities affected by such event, at
his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice.


            In any case where notice to holders of Securities is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular holder of Securities shall affect the sufficiency of such
notice with respect to other holders of Securities as provided herein. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given or provided. In the case by reason of the
suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


            SECTION 13.06.   Language of Notices.


            Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted
under this Indenture shall be in the English language, except that, if the Company so elects, any published notice
may be in an official language of the country of publication.


            SECTION 13.07.   Effect of Headings and Table of Contents.


            The Article and Section headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.


            SECTION 13.08  Governing Law.


            This Indenture and each Security shall be deemed to be a contract made under the internal laws of the State
of New York, and for all purposes shall be construed in accordance with the laws of said State.


            SECTION 13.09  Treatment of Securities as Debt.


            It is intended that the Securities will be treated as indebtedness and not as equity for federal income tax
purposes.  The provisions of this Indenture shall be interpreted to further this intention.


            SECTION 13.10  Compliance Certificates and Opinions.


            (a)   Upon any application or demand by the Company to the Trustee to take any action under any of
the provisions of this Indenture, the Company, shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an






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Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

            (b)   Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect
to compliance with a condition or covenant in this Indenture shall include (1) a statement that the Person making
such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant
has been complied with. 


            (c)   In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person
may certify or give an opinion as to such matters in one or several documents.


            (d)   Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal
matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know,
that the opinion with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such
Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the information with respect to such factual
matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are erroneous.


            SECTION 13.11  Payments on Business Days.


            Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set forth in an Officers'
Certificate, or established in one or more indentures supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Security or the date of redemption of any Security shall not be a Business
Day, then payment of interest or principal (and premium, if any) may be made on the next succeeding Business Day
with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date. 


            SECTION 13.12  Conflict with Trust Indenture Act.


            If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed
by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.


            SECTION 13.13  Counterparts.


            This Indenture may be executed in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.


            SECTION 13.14  Separability.


            In case any one or more of the provisions contained in this Indenture or in the Securities of any series shall
for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of such Securities, but this Indenture and
such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained
herein or therein. 






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            SECTION 13.15  Assignment.


            The Company will have the right at all times to assign any of its rights or obligations under this Indenture
to a direct or indirect wholly-owned Subsidiary of the Company, provided that, in the event of any such assignment,
the Company, will remain liable for all such obligations. Subject to the foregoing, the Indenture is binding upon and
inures to the benefit of the parties thereto and their respective successors and assigns.  This Indenture may not
otherwise be assigned by the parties thereto.


ARTICLE XIV


SUBORDINATION OF SECURITIES


            SECTION 14.01  Agreement to Subordinate.


            The Company, for itself, its successors and assigns, covenants and agrees, and each Securityholder by his,
her or its acceptance thereof, likewise covenants and agrees, that the payment of the principal of, premium, if any,
and interest, if any, on, each and all of the Securities is hereby expressly subordinated, to the extent and in the
manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness.


            SECTION 14.02. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities.


            Upon any distribution of assets of the Company or upon any dissolution, winding up, liquidation or
reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings or
upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company
or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting
the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the
Securities and the holders thereof by a lawful plan of reorganization under applicable Bankruptcy Law):



            	(a) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the
principal thereof (and premium, if any) and interest due thereon (or to have such payment duly provided
for) before the Securityholders are entitled to receive any payment upon the principal (or premium, if any)
or interest, if any on, in respect of the indebtedness evidenced by the Securities; and


            (b)   any payment or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Securityholders or the Trustee would be entitled except for the
provisions of this Article Fourteen shall be paid by the liquidating trustee or agent or other person making
such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may
have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal
of (and premium, if any) and interest on the Senior Indebtedness held or represented by each to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness; and


            (c)   in the event that, notwithstanding the foregoing, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, shall be received by the Trustee
or the Securityholders before all Senior Indebtedness is paid in full or such payment is duly provided for,
such payment or distribution shall be paid over, upon written notice to the Trustee, to the holders of such
Senior Indebtedness or their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably as aforesaid, for application to payment of all Senior Indebtedness remaining unpaid until all such








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Senior Indebtedness shall have been paid in full or such payment duly provided for, after giving effect to
any concurrent payment or distribution to the holders of such Senior Indebtedness.



            Subject to the payment in full of all Senior Indebtedness (or such payment having been duly provided for),
the rights of Securityholders shall be subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company applicable to Senior Indebtedness until the
principal of (and premium, if any) and interest, if any, on, in respect of the Securities shall be paid in full and no
such payments or distributions to the Securityholders of cash, property or securities otherwise distributable to the
holders of Senior Indebtedness shall, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Securityholders be deemed to be a payment by the Company to or on account of the
Securities. It is understood that the provisions of this Article Fourteen are and are intended solely for the purpose of
defining the relative rights of the Securityholders, on the one hand, and the holders of the Senior Indebtedness, on
the other hand. Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and
the Securityholders, the obligation of the Company, which is unconditional and absolute, to pay to the
Securityholders the principal of (and premium, if any) and interest, if any, on, if any, in respect of the Securities as
and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of
the Securityholders and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything
herein or in the Securities prevent the Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article
Fourteen of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in
this Article Fourteen, the Trustee, subject to the provisions of Section 7.02, shall be entitled to rely upon a
certificate of the liquidating trustee or agent or other person making any distribution to the Trustee for the purpose
of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen.


            The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness. The Trustee shall not be liable to any such holder if it shall pay over or distribute to or on behalf of
Securityholders or the Company moneys or assets to which any holder of Senior Indebtedness shall be entitled by
virtue of this Article Fourteen.


            If the Trustee or any Securityholder does not file a proper claim or proof of debt in the form required in
any proceeding referred to above prior to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Indebtedness is hereby authorized, and has the right, to file an appropriate
claim or claims for or on behalf of such Securityholder.


            SECTION 14.03. No Payment on Securities in Event of Default on Senior Indebtedness.


            No payment by the Company on account of principal of, or premium, if any, sinking funds, if any, or
interest, if any, on, the Securities shall be made if there shall have occurred and be continuing (i) a default in the
payment when due of principal of, premium, if any, sinking funds, if any, or interest, if any, on any Senior
Indebtedness of the Company and any applicable grace period with respect to such default shall have ended without
such default having been cured or waived or ceasing to exist or (ii) an event of default with respect to any Senior
Indebtedness of the Company resulting in the acceleration of the maturity thereof without such acceleration having
been rescinded or annulled, or the principal of, premium, if any, sinking funds, if any, and interest, if any, on such
Senior Indebtedness having been paid in full.


            SECTION 14.04. Payments on Securities Permitted.


            Nothing contained in this Indenture or in any of the Securities shall (a) affect the obligation of the
Company to make, or prevent the Company from making, at any time except as provided in Sections 14.02 and
14.03, payments of principal of (or premium, if any) or interest, if any, on, the Securities or (b) prevent the
application by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the






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principal of (or premium, if any) or interest, if any, on, the Securities, unless the Trustee shall have received at its
Corporate Trust Office written notice of any event prohibiting the making of such payment more than two Business
Days prior to the date fixed for such payment.

            SECTION 14.05. Authorization of Securityholders to Trustee to Effect Subordination.


            Each Securityholder by his acceptance thereof authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination as provided in this Article Fourteen and
appoints the Trustee his attorney-in-fact for any and all such purposes.


            SECTION 14.06. Notices to Trustee.


            The Company shall give prompt written notice to the Trustee of any fact known to the Company which
would prohibit the making of any payment to or by the Trustee in respect of the Securities pursuant to this Article
Fourteen. Failure to give such notice shall not affect the subordination of the Securities to Senior Indebtedness.
Notwithstanding the provisions of this Article Fourteen or any other provisions of this Indenture, neither the Trustee
nor any paying agent (other than the Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any event which would prohibit the making of any payment of moneys to or by the Trustee or
such paying agent, unless and until the Trustee or such paying agent shall have received (in the case of the Trustee,
at its Corporate Trust Office) written notice thereof from the Company or from the holder of any Senior
Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding
of Senior Indebtedness or of the authority of such trustee; provided, however, that if at least two Business Days
prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including,
without limitation, the payment of either the principal of (or premium, if any) or interest, if any, on any Security) the
Trustee shall not have received with respect to such moneys the notice provided for in this Section 14.06, then,
anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive
such moneys and to apply the same to the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it within two Business Days prior to such date. The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given by a holder of
Senior Indebtedness or a trustee on behalf of any such holder. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness (or a
trustee on behalf of such holder) to participate in any payment or distribution pursuant to this Article Fourteen, the
Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person (or the amount of Senior Indebtedness as to which such Person is
trustee), the extent to which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article Fourteen and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the right of such Person to receive such
payment.


            SECTION 14.07. Trustee as Holder of Senior Indebtedness.


            The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Fourteen in
respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior
Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such
holder.


            Nothing in this Article Fourteen shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.07.


            SECTION 14.08. Modifications of Terms of Senior Indebtedness.


            Any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the holders
of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness,






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including, without limitation, the waiver of default thereunder, may be made or done all without notice to or assent
from the holders of the Securities or the Trustee.

            To the extent permitted by applicable law, no compromise, alteration, amendment, modification, extension,
renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in
respect of any Senior Indebtedness, or any of the terms, covenants or conditions of any indenture or other
instrument under which any Senior Indebtedness is outstanding, shall in any way alter or affect any of the
provisions of this Article Fourteen or of the Securities relating to the subordination thereof.


            SECTION 14.09. Reliance on Judicial Order or Certificate of Liquidating Agent.


            Upon any payment or distribution of assets of the Company referred to in this Article Fourteen, the Trustee
and the holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered
to the Trustee or to the holders of Securities, for the purpose of ascertaining the persons entitled to participate in
such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Fourteen.


            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the
day and year first above written. 


		ITLA CAPITAL CORPORATION

		By:	

	
		Name:	

	
		Title:	

	
		


TRUSTEE

		By:	

	
		Name:	

	
		Title: