THE
TRUSTEE MAY FROM TIME TO TIME AND AT ANY TIME
39
enter into an indenture or indentures supplemental hereto, without the consent
of the Securityholders, for one or more of the following purposes:
(A)
TO EVIDENCE THE SUCCESSION OF ANOTHER PERSON TO THE COMPANY, OR
SUCCESSIVE SUCCESSIONS, AND THE ASSUMPTION BY THE SUCCESSOR PERSON OF THE
COVENANTS, AGREEMENTS AND OBLIGATIONS OF THE COMPANY, PURSUANT TO ARTICLE XI
HEREOF;
(B)
TO ADD TO THE COVENANTS OF THE COMPANY SUCH FURTHER COVENANTS,
RESTRICTIONS OR CONDITIONS FOR THE PROTECTION OF THE HOLDERS OF DEBENTURES AS
THE BOARD OF DIRECTORS SHALL CONSIDER TO BE FOR THE PROTECTION OF THE HOLDERS OF
SUCH DEBENTURES, AND TO MAKE THE OCCURRENCE, OR THE OCCURRENCE AND CONTINUANCE,
OF A DEFAULT IN ANY OF SUCH ADDITIONAL COVENANTS, RESTRICTIONS OR CONDITIONS A
DEFAULT OR AN EVENT OF DEFAULT PERMITTING THE ENFORCEMENT OF ALL OR ANY OF THE
SEVERAL REMEDIES PROVIDED IN THIS INDENTURE AS HEREIN SET FORTH; PROVIDED,
HOWEVER, THAT IN RESPECT OF ANY SUCH ADDITIONAL COVENANT RESTRICTION OR
CONDITION SUCH SUPPLEMENTAL INDENTURE MAY PROVIDE FOR A PARTICULAR PERIOD OF
GRACE AFTER DEFAULT (WHICH PERIOD MAY BE SHORTER OR LONGER THAN THAT ALLOWED IN
THE CASE OF OTHER DEFAULTS) OR MAY PROVIDE FOR AN IMMEDIATE ENFORCEMENT UPON
SUCH DEFAULT OR MAY LIMIT THE REMEDIES AVAILABLE TO THE TRUSTEE UPON SUCH
DEFAULT;
(C)
TO CURE ANY AMBIGUITY OR TO CORRECT OR SUPPLEMENT ANY PROVISION
CONTAINED HEREIN OR IN ANY SUPPLEMENTAL INDENTURE WHICH MAY BE DEFECTIVE OR
INCONSISTENT WITH ANY OTHER PROVISION CONTAINED HEREIN OR IN ANY SUPPLEMENTAL
INDENTURE, OR TO MAKE SUCH OTHER PROVISIONS IN REGARD TO MATTERS OR QUESTIONS
ARISING UNDER THIS INDENTURE; PROVIDED THAT ANY SUCH ACTION SHALL NOT MATERIALLY
ADVERSELY AFFECT THE INTERESTS OF THE HOLDERS OF THE DEBENTURES;
(D)
TO ADD TO, DELETE FROM, OR REVISE THE TERMS OF DEBENTURES,
INCLUDING, WITHOUT LIMITATION, ANY TERMS RELATING TO THE ISSUANCE, EXCHANGE,
REGISTRATION OR TRANSFER OF DEBENTURES, INCLUDING TO PROVIDE FOR TRANSFER
PROCEDURES AND RESTRICTIONS SUBSTANTIALLY SIMILAR TO THOSE APPLICABLE TO THE
CAPITAL SECURITIES AS REQUIRED BY SECTION 2.5 (FOR PURPOSES OF ASSURING THAT NO
REGISTRATION OF DEBENTURES IS REQUIRED UNDER THE SECURITIES ACT); PROVIDED,
HOWEVER, THAT ANY SUCH ACTION SHALL NOT ADVERSELY AFFECT THE INTERESTS OF THE
HOLDERS OF THE DEBENTURES THEN OUTSTANDING (IT BEING UNDERSTOOD, FOR PURPOSES OF
THIS PROVISO, THAT TRANSFER RESTRICTIONS ON DEBENTURES SUBSTANTIALLY SIMILAR TO
THOSE THAT WERE APPLICABLE TO CAPITAL SECURITIES SHALL NOT BE DEEMED TO
MATERIALLY ADVERSELY AFFECT THE HOLDERS OF THE DEBENTURES);
(E)
TO EVIDENCE AND PROVIDE FOR THE ACCEPTANCE OF APPOINTMENT
HEREUNDER BY A SUCCESSOR TRUSTEE WITH RESPECT TO THE DEBENTURES AND TO ADD TO OR
CHANGE ANY OF THE PROVISIONS OF THIS INDENTURE AS SHALL BE NECESSARY TO PROVIDE
FOR OR FACILITATE THE ADMINISTRATION OF THE TRUSTS HEREUNDER BY MORE THAN ONE
TRUSTEE;
(F)
TO MAKE ANY CHANGE (OTHER THAN AS ELSEWHERE PROVIDED IN THIS
PARAGRAPH) THAT DOES NOT ADVERSELY AFFECT THE RIGHTS OF ANY SECURITYHOLDER IN
ANY MATERIAL RESPECT; OR
(G)
TO PROVIDE FOR THE ISSUANCE