Common use of Modification and Waivers Clause in Contracts

Modification and Waivers. The Agency Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer thereunder. In addition, the terms and conditions of this Note may be modified, amended or supplemented by the Issuer, without the consent of the holder hereof: (i) to evidence succession of another party to the Issuer, and such party’s assumption of the Issuer’s obligations under this Note, upon the occurrence of a merger or consolidation, or transfer, sale or lease of assets as described below in Section 11; (ii) to add additional covenants, restrictions or conditions for the protection of the holder hereof; (iii) to relax or eliminate the restrictions on payment of principal and interest in respect hereof in the United States, provided that such payment is permitted by U.S. tax laws and regulations then in effect and provided that no adverse tax consequences would result to the holder of this Note; (iv) to cure ambiguities in this Note, or correct defects or inconsistencies in the provisions hereof; (v) to reflect the replacement of any Agent, or the assumption, by the Issuer or any substitute Agent, of some or all of any such Agent’s responsibilities under the Agency Agreement; (vi) to evidence the replacement or change of address of the depository or clearing system noted hereon; (vii) in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note, or upon prepayment or redemption of the Note, to reduce the principal amount of the Note to reflect the payment, prepayment or redemption of a portion of the outstanding principal amount of the Note; (viii) in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note, to reflect any change in the Stated Maturity Date of the Note in accordance with the terms hereof; (ix) to reflect the issuance in exchange herefor, in accordance with the terms hereof, of one or more definitive Notes; or (x) to permit further issuances of bank notes in accordance with the terms of the distribution agreement among the Issuer and the selling agents party thereto. However, this Note may not be modified or amended without the express written consent of the holder and, if applicable, the OCC or other then primary federal regulator (to the extent such consent is required under applicable law or regulation), to: (i) change the Stated Maturity Date, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note; (ii) extend the time of payment for the premium, if any, or interest on this Note, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note; (iii) change the coin or currency in which the principal of, premium (if any), interest, or other amounts payable (if any) on this Note is payable; (iv) reduce the principal amount of this Note or the interest rate hereon, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed or upon prepayment or redemption as provided in this Note; (v) change the method of payment for this Note to other than wire transfer in immediately available funds; (vi) impair the right of the holder hereof to institute suit for the enforcement of payments of principal of, premium (if any), interest, or other amounts payable (if any) on this Note; (vii) change the definition of “Event of Default” below or otherwise eliminate or impair any remedy available hereunder upon the occurrence of any Event of Default; or (viii) modify the provisions governing the amendment of this Note. Any instrument given by or on behalf of the holder of this Note in connection with any consent to such modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent holders of this Note. Any modifications, amendments or waiver to the Agency Agreement or the provisions of this Note made in accordance with the terms of the Agency Agreement or the terms hereof, as applicable, shall be conclusive and binding on all holders of Notes, whether or not notation of such modifications, amendments or waivers is made upon this Note. Any action by the bearer of this Note shall bind all future bearers of this Note and of any Note issued in exchange or substitution hereof or in place hereof, in respect of anything done or permitted by the Issuer or by the Paying Agents in pursuance of such action. Notes authenticated and delivered after the execution of any agreement modifying, amending or supplementing this Note may bear a notation in a form approved by the Issuer as to any matter provided for in such modification, amendment or supplement to the Agency Agreement or the Notes. New Notes so modified as to conform, in the opinion of the Issuer, to any provisions contained in any such modification, amendment or supplement may be prepared by the Issuer, authenticated by the London Issuing Agent and delivered in exchange for this Note. Notes are deemed to be “outstanding” as of any date of determination if, as of any date of determination, they have been authenticated and delivered, except (i) those which have been redeemed in full in accordance with their terms and the Agency Agreement; (ii) those with respect to which the redemption date in accordance with their terms has occurred and the redemption monies therefor (including any premium and all interest (if any) accrued thereon to the redemption date and any interest (if any) payable after such date) have been duly paid to or deposited to the account of the London Paying Agent as provided in the Agency Agreement (and, where appropriate, notice has been given to the holder of this Note in accordance with the terms hereof and of the Agency Agreement; (iii) those which have been canceled or delivered to the applicable Agent for cancellation; or (iv) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes in accordance with their terms.

Modification and Waivers. The Agency Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer thereunder. In addition, the terms and conditions of this Note may be modified, amended or supplemented by the Issuer, without the consent of the holder hereof: (i) to evidence succession of another party to the Issuer, and such party’s assumption of the Issuer’s obligations under this Note, upon the occurrence of a merger or consolidation, or transfer, sale or lease of assets as described below in Section 1110; (ii) to add additional covenants, restrictions or conditions for the protection of the registered holder hereof; (iii) to relax or eliminate the restrictions on payment of principal and interest in respect hereof in the United States, provided that such payment is permitted by U.S. tax laws and regulations then in effect and provided that no adverse tax consequences would result to the holder of this Note; (iv) to cure ambiguities in this Note, or correct defects or inconsistencies in the provisions hereof; (viv) to reflect the replacement of any Agent, or the assumption, by the Issuer or any substitute Agent, of some or all of any such Agent’s responsibilities under the Agency Agreement; (viv) to evidence the replacement or change of address of the DTC or such other depository or clearing system noted hereon; (viivi) in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note, or upon prepayment or redemption of the Note, to reduce the principal amount of the Note to reflect the payment, prepayment or redemption of a portion of the outstanding principal amount of the Note; (viiivii) in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note, to reflect any change in the Stated Maturity Date of the Note in accordance with the terms hereof; (ixviii) to reflect the issuance in exchange herefor, in accordance with the terms hereof, of one or more definitive and fully registered Notes; or (xix) to permit further issuances of bank notes in accordance with the terms of the distribution agreement among the Issuer and the selling agents party thereto. However, this Note may not be modified or amended without the express written consent of the holder and, if applicable, the OCC or other then primary federal regulator (to the extent such consent is required under applicable law or regulation), to: (i) change the Stated Maturity Date, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note; (ii) extend the time of payment for the premium, if any, or interest on this Note, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note; (iii) change the coin or currency in which the principal of, premium (if any), interest, or other amounts payable (if any) on this Note is payable; (iv) reduce the principal amount of this Note or the interest rate hereon, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed or upon prepayment or redemption as provided in this Note; (v) change the method of payment for this Note to other than wire transfer in immediately available funds; (vi) impair the right of the registered holder hereof to institute suit for the enforcement of payments of or principal of, premium (if any), interest, or other amounts payable (if any) on this Note; (vii) change the definition of “Event of Default” below or otherwise eliminate or impair any remedy available hereunder upon the occurrence of any Event of Default; or (viii) modify the provisions governing the amendment of this Note. Any instrument given by or on behalf of the holder of this Note in connection with any consent to such modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent holders of this Note. Any modifications, amendments or waiver to the Agency Agreement or the provisions of this Note made in accordance with the terms of the Agency Agreement or the terms hereof, as applicable, shall be conclusive and binding on all holders of Notes, whether or not notation of such modifications, amendments or waivers is made upon this Note. Any action by the bearer holder of this Note shall bind all future bearers holders of this Note Note, and of any Note issued in exchange or substitution hereof or in place hereof, in respect of anything done or permitted by the Issuer or by the Paying Agents in pursuance of such action. Notes authenticated and delivered after the execution of any agreement modifying, amending or supplementing this Note may bear a notation in a form approved by the Issuer as to any matter provided for in such modification, amendment or supplement to the Agency Agreement or the Notes. New Notes so modified as to conform, in the opinion of the Issuer, to any provisions contained in any such modification, amendment or supplement may be prepared by the Issuer, authenticated by the London Issuing Agent applicable Registrar and delivered in exchange for this Note. Notes are deemed to be “outstanding” as of any date of determination if, as of any date of determination, they have been authenticated and delivered, except (i) those which have been redeemed in full in accordance with their terms and the Agency Agreement; (ii) those with respect to which the redemption date in accordance with their terms has occurred and the redemption monies therefor (including any premium and all interest (if any) accrued thereon to the redemption date and any interest (if any) payable after such date) have been duly paid to or deposited to the account of the London a Paying Agent as provided in the Agency Agreement (and, where appropriate, notice has been given to the holder of this Note in accordance with the terms hereof and of the Agency Agreement; (iii) those which have been canceled or delivered to the A1-28 applicable Agent Registrar for cancellation; or (iv) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes in accordance with their terms.

Modification and Waivers. The Agency Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer thereunder. In addition, the terms and conditions of this Note may be modified, amended or supplemented by the Issuer, without the consent of the holder hereof: (i) to evidence succession of another party to the Issuer, and such party’s 's assumption of the Issuer’s 's obligations under this Note, upon the occurrence of a merger or consolidation, or transfer, sale or lease of assets as described below in Section 1110; (ii) to add additional covenants, restrictions or conditions for the protection of the registered holder hereof; (iii) to relax or eliminate the restrictions on payment of principal and interest in respect hereof in the United States, provided that such payment is permitted by U.S. tax laws and regulations then in effect and provided that no adverse tax consequences would result to the holder of this Note; (iv) to cure ambiguities in this Note, or correct defects or inconsistencies in the provisions hereof; (viv) to reflect the replacement of any Agent, or the assumption, by the Issuer or any substitute Agent, of some or all of any such Agent’s responsibilities under the Agency Agreement; (viv) to evidence the replacement or change of address of the DTC or such other depository or clearing system noted hereon; (viivi) in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note, or upon prepayment or redemption of the Note, to reduce the principal amount of the Note to reflect the payment, prepayment or redemption of a portion of the outstanding principal amount of the Note; (viiivii) in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note, to reflect any change in the Stated Maturity Date of the Note in accordance with the terms hereof; (ixviii) to reflect the issuance in exchange herefor, in accordance with the terms hereof, of one or more definitive and fully registered Notes; or (xix) to permit further issuances of bank notes in accordance with the terms of the distribution agreement among the Issuer and the selling agents party thereto. However, this Note may not be modified or amended without the express written consent of the holder and, if applicable, the OCC or other then primary federal regulator (to the extent such consent is required under applicable law or regulation), to: (i) change the Stated Maturity Date, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note; (ii) extend the time of payment for the premium, if any, or interest on this Note, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note; (iii) change the coin or currency in which the principal of, premium (if any), interest, or other amounts payable (if any) on this Note is payable; (iv) reduce the principal amount of this Note or the interest rate hereon, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed or upon prepayment or redemption as provided in this Note; (v) change the method of payment for this Note to other than wire transfer in immediately available funds; (vi) impair the right of the registered holder hereof to institute suit for the enforcement of payments of or principal of, premium (if any), interest, or other amounts payable (if any) on this Note; (vii) change the definition of “Event of Default” below or otherwise eliminate or impair any remedy available hereunder upon the occurrence of any Event of Default; or (viii) modify the provisions governing the amendment of this Note. Any instrument given by or on behalf of the holder of this Note in connection with any consent to such modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent holders of this Note. Any modifications, amendments or waiver to the Agency Agreement or the provisions of this Note made in accordance with the terms of the Agency Agreement or the terms hereof, as applicable, shall be conclusive and binding on all holders of Notes, whether or not notation of such modifications, amendments or waivers is made upon this Note. Any action by the bearer holder of this Note shall bind all future bearers holders of this Note Note, and of any Note issued in exchange or substitution hereof or in place hereof, in respect of anything done or permitted by the Issuer or by the Paying Agents in pursuance of such action. Notes authenticated and delivered after the execution of any agreement modifying, amending or supplementing this Note may bear a notation in a form approved by the Issuer as to any matter provided for in such modification, amendment or supplement to the Agency Agreement or the Notes. New Notes so modified as to conform, in the opinion of the Issuer, to any provisions contained in any such modification, amendment or supplement may be prepared by the Issuer, authenticated by the London Issuing Agent applicable Registrar and delivered in exchange for this Note. Notes are deemed to be “outstanding” as of any date of determination if, as of any date of determination, they have been authenticated and delivered, except (i) those which have been redeemed in full in accordance with their terms and the Agency Agreement; (ii) those with respect to which the redemption date in accordance with their terms has occurred and the redemption monies therefor (including any premium and all interest (if any) accrued thereon to the redemption date and any interest (if any) payable after such date) have been duly paid to or deposited to the account of the London a Paying Agent as provided in the Agency Agreement (and, where appropriate, notice has been given to the holder of this Note in accordance with the terms hereof and of the Agency Agreement; (iii) those which have been canceled or delivered to the applicable Agent Registrar for cancellation; or (iv) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes in accordance with their terms.

Modification and Waivers. The Agency Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer thereunder. In addition, the terms and conditions of this Note may be modified, amended or supplemented by the Issuer, without the consent of the holder hereof: (i) to evidence succession of another party to the Issuer, and such party’s assumption of the Issuer’s obligations under this Note, upon the occurrence of a merger or consolidation, or transfer, sale or lease of assets as described below in Section 11; (ii) to add additional covenants, restrictions or conditions for the protection of the holder hereof; (iii) to relax or eliminate the restrictions on payment of principal and interest in respect hereof in the United States, provided that such payment is permitted by U.S. tax laws and regulations then in effect and provided that no adverse tax consequences would result to the holder of this Note; (iv) to cure ambiguities in this Note, or correct defects or inconsistencies in the provisions hereof; (v) to reflect the replacement of any Agent, or the assumption, by the Issuer or any substitute Agent, of some or all of any such Agent’s responsibilities under the Agency Agreement; (vi) to evidence the replacement or change of address of the depository or clearing system noted hereon; (vii) in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note, or upon prepayment or redemption of the Note, to reduce the principal amount of the Note to reflect the payment, prepayment or redemption of a portion of the outstanding principal amount of the Note; (viii) in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note, to reflect any change in the Stated Maturity Date of the Note in accordance with the terms hereof; (ix) to reflect the issuance in exchange herefor, in accordance with the terms hereof, of one or more definitive Notes; or (x) to permit further issuances of bank notes in accordance with the terms of the distribution agreement among the Issuer and the selling agents party thereto. However, this Note may not be modified or amended without the express written consent of the holder and, if applicable, the OCC or other then primary federal regulator (to the extent such consent is required under applicable law or regulation), to: (i) change the Stated Maturity Date, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note; (ii) extend the time of payment for the premium, if any, or interest on this Note, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed as provided in this Note; (iii) change the coin or currency in which the principal of, premium (if any), interest, or other amounts payable (if any) on this Note is payable; (iv) reduce the principal amount of this Note or the interest rate hereon, except in the case of a Note that is extendible, subject to extension at the option of the Issuer, amortizing or indexed or upon prepayment or redemption as provided in this Note; (v) change the method of payment for this Note to other than wire transfer in immediately available funds; (vi) impair the right of the holder hereof to institute suit for the enforcement of payments of or principal of, premium (if any), interest, or other amounts payable (if any) on this Note; (vii) change the definition of “Event of Default” below or otherwise eliminate or impair any remedy available hereunder upon the occurrence of any Event of Default; or (viii) modify the provisions governing the amendment of this Note. Any instrument given by or on behalf of the holder of this Note in connection with any consent to such modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent holders of this Note. Any modifications, amendments or waiver to the Agency Agreement or the provisions of this Note made in accordance with the terms of the Agency Agreement or the terms hereof, as applicable, shall be conclusive and binding on all holders of Notes, whether or not notation of such modifications, amendments or waivers is made upon this Note. Any action by the bearer of this Note shall bind all future bearers of this Note and of any Note issued in exchange or substitution hereof or in place hereof, in respect of anything done or permitted by the Issuer or by the Paying Agents in pursuance of such action. Notes authenticated and delivered after the execution of any agreement modifying, amending or supplementing this Note may bear a notation in a form approved by the Issuer as to any matter provided for in such modification, amendment or supplement to the Agency Agreement or the Notes. New Notes so modified as to conform, in the opinion of the Issuer, to any provisions contained in any such modification, amendment or supplement may be prepared by the Issuer, authenticated by the London Issuing Agent and delivered in exchange for this Note. Notes are deemed to be “outstanding” as of any date of determination if, as of any date of determination, they have been authenticated and delivered, except (i) those which have been redeemed in full in accordance with their terms and the Agency Agreement; (ii) those with respect to which the redemption date in accordance with their terms has occurred and the redemption monies therefor (including any premium and all interest (if any) accrued thereon to the redemption date and any interest (if any) payable after such date) have been duly paid to or deposited to the account of the London Paying Agent as provided in the Agency Agreement (and, where appropriate, notice has been given to the holder of this Note in accordance with the terms hereof and of the Agency Agreement; (iii) those which have been canceled or delivered to the applicable Agent for cancellation; or (iv) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes in accordance with their terms.