Common use of Modification of the Indenture Clause in Contracts

Modification of the Indenture. We and the trustee may modify, amend or supplement the indenture or the debt securities of any series without the consent of any holder of any debt security: ● to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; ● to provide for uncertificated securities in addition to or in place of certificated securities; ● to provide for certificated debt securities in addition to uncertificated debt securities; ● to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; ● to cure any ambiguity, defect or inconsistency or make any other change to the indenture or the debt securities that does not materially and adversely affect the rights of any holder of our debt securities under the indenture; ● to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; or ● to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee. (Section 8.1) We may also modify or supplement the indenture with the written consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or supplement. The holders of at least a majority in principal amount of the outstanding debt securities of each such series affected by the modifications or supplement may waive compliance by us in a particular instance with any provision of the indenture or the debt securities of such affected series of debt securities without notice to any holder of our debt securities. We may not make any modification or amendment without the consent of the holders of each affected debt security then outstanding if that amendment will: ● reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; ● reduce the rate of or change the time for payment of interest (including default interest) on any debt security; ● reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; ● make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; ● change the amount or time of any payment required by any debt security, or reduce the premium payable upon any redemption of any debt securities, or change the time before which no such redemption may be made; ● waive a default in the payment of the principal of, or interest or premium, if any, on, any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); ● waive a redemption payment with respect to any debt security, or change any of the provisions with respect to the redemption of any debt securities; ● reduce the principal amount of discount securities payable upon acceleration of maturity; or ● make any change to certain provisions of the indenture relating to the rights of holders to institute suit with respect to the indenture or the debt securities of a series and the modification or supplement of the indenture or the debt securities of any series requiring the consent of holders of our debt securities. (Section 8.2) The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series (Section 6.4); provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration. (Section 6.2)

Modification of the Indenture. We The indenture provides that we and the trustee may modify, amend or supplement the indenture or the debt securities of any series enter into supplemental indentures without the consent of the holders of debt securities to, among other things: • evidence the assumption by a successor entity of our obligations; • add to our covenants for the benefit of the holders of debt securities, or to surrender any holder rights or power conferred upon us; • add any additional events of default; • add to, change or eliminate any debt security: ● to comply with covenants in of the provisions of the indenture described above under in a manner that will become effective only when there is no outstanding debt security which is entitled to the heading “Consolidation, Merger and Sale benefit of Assets”the provision as to which the modification would apply; ● to provide for uncertificated securities in addition • add guarantees with respect to or in place of certificated securities; ● to provide for certificated debt securities in addition to uncertificated secure any debt securities; ● to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; ● to cure any ambiguity, defect or inconsistency or make any other change to the indenture or the debt securities that does not materially and adversely affect the rights of any holder of our debt securities under the indenture; ● to provide for the issuance of and • establish the form and forms or terms and conditions of debt securities of any series as permitted series; • evidence and provide for the acceptance of appointment by the indenture; or ● to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide as is necessary for or facilitate the administration of the trusts by more than one trustee. (Section 8.1) We may also modify ; • cure any ambiguity or supplement correct any inconsistency or defect in the indenture; • modify, eliminate or add to the provisions of the indenture with as shall be necessary to effect the written consent qualification of the holders indenture under the Trust Indenture Act of at least a majority in principal amount of 1939 or under any similar federal statute later enacted, and to add to the outstanding debt securities of each series affected indenture such other provisions as may be expressly required by the modifications Trust Indenture Act; and • make any other provisions with respect to matters or supplement. The holders of at least a majority in principal amount of questions arising under the outstanding debt securities of each such series affected by the modifications or supplement may waive compliance by us in a particular instance indenture that will not be inconsistent with any provision of the indenture or as long as the new provisions do not adversely affect the interests of the holders of any outstanding debt securities of such affected any series of debt securities without notice created prior to any holder of our debt securitiesthe modification. We may not make any modification or amendment without The indenture also provides that we and the trustee may, with the consent of the holders of each affected debt security then outstanding if that amendment will: ● reduce the not less than a majority in aggregate principal amount of debt securities whose holders must consent to an amendmentof each series of debt securities affected by such supplemental indenture then outstanding, supplement or waiver; ● reduce the rate of add any provisions to, or change in any manner, eliminate or modify in any way the time for payment provisions of, the indenture or any supplemental indenture or modify in any manner the rights of interest (including default interest) on the holders of the debt securities. We and the trustee may not, however, without the consent of the holder of each outstanding debt security affected thereby: • extend the final maturity of any debt security; ● • reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; ● make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; ● change the amount or time of any payment required by any debt security, or reduce the premium payable upon any redemption of any debt securities, or change the time before which no such redemption may be made; ● waive a default in the payment of the principal of, or interest or premium, if any, on, ; • reduce the rate or extend the time of payment of interest; • reduce the amount of the principal of any debt security (except issued with an original issue discount that is payable upon acceleration; • change the currency in which the principal, and any premium or interest, is payable; • impair the right to institute suit for the enforcement of any payment on any debt security when due; • if applicable, adversely affect the right of a rescission holder to convert or exchange a debt security; or • reduce the percentage of acceleration holders of the debt securities of any series by whose consent is required for any modification of the indenture or for waivers of compliance with or defaults under the indenture with respect to debt securities of that series. The indenture provides that the holders of at least not less than a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); ● waive a redemption payment with respect to any debt securityseries, or change any of the provisions with respect by notice to the redemption of any debt securities; ● reduce the principal amount of discount securities payable upon acceleration of maturity; or ● make any change to certain provisions of the indenture relating to the rights of holders to institute suit with respect to the indenture or the debt securities of a series and the modification or supplement of the indenture or the debt securities of any series requiring the consent of holders of our debt securities. (Section 8.2) The holders of a majority in principal amount of the outstanding debt securities of any series relevant trustee, may on behalf of the holders of all the debt securities of such that series waive any past default and its consequences under the indenture with respect to that series and its consequences, except except: • a default in the payment of the of, any premium and any interest on, or principal of, premium any such debt security held by a nonconsenting holder; or any interest on any • a default in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each outstanding debt security of that each series (Section 6.4); provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration. (Section 6.2)affected.

Modification of the Indenture. We The indenture provides that we and the trustee may modify, amend or supplement the indenture or the debt securities of any series enter into supplemental indentures without the consent of the holders of debt securities to, among other things: • evidence the assumption by a successor entity of our obligations; • add to our covenants for the benefit of the holders of debt securities, or to surrender any holder rights or power conferred upon us; • add any additional events of default; • add to, change or eliminate any debt security: ● to comply with covenants in of the provisions of the indenture described above under in a manner that will become effective only when there is no outstanding debt security which is entitled to the heading “Consolidation, Merger and Sale benefit of Assets”the provision as to which the modification would apply; ● to provide for uncertificated securities in addition • add guarantees with respect to or in place of certificated securities; ● to provide for certificated debt securities in addition to uncertificated secure any debt securities; ● to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; ● to cure any ambiguity, defect or inconsistency or make any other change to the indenture or the debt securities that does not materially and adversely affect the rights of any holder of our debt securities under the indenture; ● to provide for the issuance of and • establish the form and forms or terms and conditions of debt securities of any series as permitted series; • evidence and provide for the acceptance of appointment by the indenture; or ● to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide as is necessary for or facilitate the administration of the trusts by more than one trustee. (Section 8.1) We may also modify ; • cure any ambiguity or supplement correct any inconsistency or defect in the indenture; • modify, eliminate or add to the provisions of the indenture with as shall be necessary to effect the written consent qualification of the holders indenture under the Trust Indenture Act of at least a majority in principal amount of 1939 or under any similar federal statute later enacted, and to add to the outstanding debt securities of each series affected indenture such other provisions as may be expressly required by the modifications Trust Indenture Act; and • make any other provisions with respect to matters or supplement. The holders of at least a majority in principal amount of questions arising under the outstanding debt securities of each such series affected by the modifications or supplement may waive compliance by us in a particular instance indenture that will not be inconsistent with any provision of the indenture or as long as the new provisions do not adversely affect the interests of the holders of any outstanding debt securities of such affected any series of debt securities without notice created prior to any holder of our debt securitiesthe modification. We may not make any modification or amendment without The indenture also provides that we and the trustee may, with the consent of the holders of each affected debt security then outstanding if that amendment will: ● reduce the not less than a majority in aggregate principal amount of debt securities whose holders must consent to an amendmentof each series of debt securities affected by such supplemental indenture then outstanding, supplement or waiver; ● reduce the rate of add any provisions to, or change in any manner, eliminate or modify in any way the time for payment provisions of, the indenture or any supplemental indenture or modify in any manner the rights of interest (including default interest) on the holders of the debt securities. We and the trustee may not, however, without the consent of the holder of each outstanding debt security affected thereby: • extend the final maturity of any debt security; ● • reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; ● make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; ● change the amount or time of any payment required by any debt security, or reduce the premium payable upon any redemption of any debt securities, or change the time before which no such redemption may be made; ● waive a default in the payment of the principal of, or interest or premium, if any, on, ; • reduce the rate or extend the time of payment of interest; • reduce the amount of the principal of any debt security (except issued with an original issue discount that is payable upon acceleration; • change the currency in which the principal, and any premium or interest, is payable; • impair the right to institute suit for the enforcement of any payment on any debt security when due; • if applicable, adversely affect the right of a rescission holder to convert or exchange a debt security; or • reduce the percentage of acceleration holders of the debt securities of any series by whose consent is required for any modification of the indenture or for waivers of compliance with or defaults under the indenture with respect to debt securities of that series. The indenture provides that the holders of at least not less than a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); ● waive a redemption payment with respect to any debt securityseries, or change any of the provisions with respect by notice to the redemption of any debt securities; ● reduce the principal amount of discount securities payable upon acceleration of maturity; or ● make any change to certain provisions of the indenture relating to the rights of holders to institute suit with respect to the indenture or the debt securities of a series and the modification or supplement of the indenture or the debt securities of any series requiring the consent of holders of our debt securities. (Section 8.2) The holders of a majority in principal amount of the outstanding debt securities of any series relevant trustee, may on behalf of the holders of all the debt securities of such that series waive any past default and its consequences under the indenture with respect to that series and its consequences, except except: • a default in the payment of the of, any premium and any interest on, or principal of, premium any such debt security held by a non-consenting holder; or any interest on any • a default in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each outstanding debt security of that each series (Section 6.4); provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration. (Section 6.2)affected.

Modification of the Indenture. We Unless we indicate otherwise in a prospectus supplement and except as set forth below, modification and amendment of the indenture, or entry into a supplemental indenture applicable to the debt securities, may be made only when authorized by our board of directors and with the consent of the holders of not less than a majority in principal amount of the debt securities outstanding affected by such supplemental indenture, voting together as a single class. Notwithstanding the foregoing, no modification or amendment of an indenture as applicable to any series of debt securities may: • extend the fixed maturity of any debt security, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each debt security so affected; • reduce the percentage in principal amount of outstanding debt securities that is required for any supplemental indenture without the consent of the holders of all debt securities then outstanding; • modify the subordination provisions in a manner adverse to the holders of any debt security; or • modify any of the applicable provisions with respect to modification and waiver. In addition, we and the trustee may modify, modify or amend or supplement the indenture or as applicable to the debt securities securities, with the consent of any series our board of directors but without the consent of any holder of the debt securities, for any debt securityof the following purposes: ● • to comply with covenants in evidence the succession of another corporation to the Company, or successive successions, and provide for the successor’s assumption of our covenants, agreements and obligations under the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; ● to provide for uncertificated securities in addition to or in place of certificated securities; ● to provide for certificated debt securities in addition to uncertificated debt securities; ● to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; ● to cure any ambiguity, defect or inconsistency or make any other change to the indenture or the debt securities that does not materially issued thereunder; • to add further covenants, restrictions, conditions or provisions as our board of directors considers to be for the protection of the holders of the debt securities, and adversely affect to make the rights occurrence, or the occurrence and continuance, of a default in any holder of our debt securities such additional covenants, restrictions, conditions or provisions an event of default permitting the enforcement of all or any of the remedies provided under the indenture, with such period of grace and subject to such conditions as such supplemental indenture may provide; ● to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; or ● to effect the appointment of a successor trustee with respect to the debt securities of any series and • to add to or change any of the provisions of the indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate administration by more than one trustee. (Section 8.1) We may also modify or supplement the indenture with issuance of debt securities in uncertificated form; provided, that any such action shall not adversely affect the written consent interests of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or supplement. The holders of at least a majority in principal amount of the outstanding debt securities of each such series affected by the modifications or supplement may waive compliance by us in a particular instance with any provision of the indenture or the debt securities of such affected series of debt securities without notice or any related coupons in any material respect; • to any holder of our debt securities. We may not make any modification modify, eliminate or amendment without the consent of the holders of each affected debt security then outstanding if that amendment will: ● reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; ● reduce the rate of or change the time for payment of interest (including default interest) on any debt security; ● reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; ● make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; ● change the amount or time of any payment required by any debt security, or reduce the premium payable upon any redemption of any debt securities, or change the time before which no such redemption may be made; ● waive a default in the payment of the principal of, or interest or premium, if any, on, any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); ● waive a redemption payment with respect to any debt security, or change any of the provisions with respect to the redemption of any debt securities; ● reduce the principal amount of discount securities payable upon acceleration of maturity; or ● make any change to certain add provisions of the indenture relating to such extent as necessary in order to effect the rights of holders to institute suit with respect to the indenture or the debt securities of a series and the modification or supplement qualification of the indenture under the Trust Indenture Act of 1939, as amended, or the debt securities of Trust Indenture Act, or any series requiring similar federal statute thereafter enacted, and to add such other provisions as may be expressly permitted by the consent of holders of our debt securities. (Trust Indenture Act, excluding Section 8.2316(a)(2) The holders of a majority thereof or any corresponding provision in principal amount any similar federal statute hereafter enacted; • to modify, eliminate or add to any provisions of the indenture; provided that any such change or elimination (i) becomes effective only when there are no outstanding debt securities of any series may on behalf of and created prior to the holders of all the debt securities execution of such series waive supplemental indenture that is entitled to the benefit from such provision or (ii) does not apply to any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series (Section 6.4); provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration. (Section 6.2)security;

Modification of the Indenture. We and the trustee The indenture will likely provide that it may modifybe modified or amended, amend or supplement the indenture or the debt securities of any series without the consent of any holder of any debt security: ● to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; ● to provide for uncertificated securities in addition to or in place of certificated securities; ● to provide for certificated debt securities in addition to uncertificated debt securities; ● to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; ● to cure any ambiguity, defect or inconsistency or make any other change to the indenture or the debt securities that does not materially and adversely affect the rights of any holder of our debt securities under the indenture; ● to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; or ● to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee. (Section 8.1) We may also modify or supplement the indenture with the written consent of the holders of at least not less than a majority in principal amount of each series of the outstanding debt securities issued under the indenture affected by the modification or amendment, provided that no modification or amendment may, without the consent of each affected holder of the debt securities: • change the stated maturity date or reduce the amount of the principal of (or premium, if any) or reduce the rate of interest or change the time for payment of any installment of interest, if any, on the debt securities; • change the currency of payment of principal of (or premium, if any) or interest, if any, on the debt securities; • waive a default or event of default in the payment of principal of (or premium, if any) or interest on the debt securities (other than as described in the indenture); • waive a redemption payment, if any, or alter or waive any of the provisions in the indenture with respect to redemption; • reduce the above-stated percentage of holders of the debt securities necessary to modify or amend the indenture; or • modify the foregoing requirements or reduce the percentage of the outstanding debt securities necessary to waive compliance with certain provisions of the indenture or for waiver of certain defaults. A record date may be set for any act of the holders with respect to consenting to any amendment. The holders of not less than a majority in principal amount of the outstanding debt securities of each series affected by thereby will have the modifications or supplementright to waive our compliance with certain covenants in the indenture. The holders of at least a majority in principal amount of the outstanding debt securities of each such series affected by the modifications or supplement may waive compliance by us in a particular instance with any provision of the Each indenture or the debt securities of such affected series of debt securities without notice to any holder of our debt securities. We may not make any modification or amendment without the consent will contain provisions for convening meetings of the holders of each affected debt security then outstanding if that amendment will: ● reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; ● reduce the rate of or change the time for payment of interest (including default interest) on any debt security; ● reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; ● make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; ● change the amount or time of any payment required by any debt security, or reduce the premium payable upon any redemption of any debt securities, or change the time before which no such redemption may be made; ● waive a default in the payment of the principal of, or interest or premium, if any, on, any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); ● waive a redemption payment with respect to any debt security, or change any of the provisions with respect to the redemption of any debt securities; ● reduce the principal amount of discount securities payable upon acceleration of maturity; or ● make any change to certain provisions of the indenture relating to the rights of holders to institute suit with respect to the indenture or the debt securities of a series to take permitted action. Under certain circumstances, we and the modification or supplement of the trustee may make modifications and amendments to an indenture or the debt securities of any series requiring without the consent of any holders of our outstanding debt securities. (Section 8.2) The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series (Section 6.4); provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration. (Section 6.2).

Modification of the Indenture. We Together with the trustee, we may make modifications and the trustee may modify, amend or supplement the indenture or the debt securities of any series without the consent of any holder of any debt security: ● to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; ● to provide for uncertificated securities in addition to or in place of certificated securities; ● to provide for certificated debt securities in addition to uncertificated debt securities; ● to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; ● to cure any ambiguity, defect or inconsistency or make any other change amendments to the indenture or the debt securities that does not materially and adversely affect the rights of any holder of our debt securities under the indenture; ● to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; or ● to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee. (Section 8.1) We may also modify or supplement the indenture with the written consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or supplement. The holders of at least a majority in principal amount of the outstanding debt securities of each such series affected by the modifications or supplement may waive compliance by us in a particular instance with any provision of the indenture or the debt securities of such affected series of debt securities without notice to any holder of our debt securities. We may not make any modification or amendment without the consent of the holders of each affected the debt security then outstanding if that amendment willsecurities to, among other things: ● reduce • evidence the amount assumption by a successor corporation of our obligations; • add covenants for the benefit of the holders of one or more series of the debt securities; • create a new series of debt securities whose holders must consent to an amendment, supplement under the indenture; • provide for the issuance of additional securities of a series under the indenture; • cure any ambiguity or waivercorrect any inconsistency in the indenture; ● reduce the rate of • add guarantees or change the time for payment of interest (including default interest) on any debt security; ● reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; ● make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; ● change the amount or time of any payment required by any debt security, or reduce the premium payable upon any redemption of any debt securities, or change the time before which no such redemption may be made; ● waive a default in the payment of the principal of, or interest or premium, if any, on, any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); ● waive a redemption payment with respect to any debt security, or change any of the provisions with respect to the redemption of any debt securities; ● reduce the principal amount of discount securities payable upon acceleration of maturity; or ● • make any change to certain provisions of the indenture relating to that does not adversely affect the rights of holders to institute suit of the debt securities. Together with respect the trustee, we may, when authorized by our board of directors, also make modifications and amendments to the indenture or the debt securities of a series and the modification or supplement of the indenture or the debt securities of any series requiring with the consent of holders of our debt securities. (Section 8.2) The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series (Section 6.4); provided, however, that the holders of a majority in principal amount of the outstanding debt securities of all affected series. However, without the consent of each affected holder, no modification may: • extend the fixed maturity of any debt security; • reduce the principal, premium (if any), rate of interest or extend the time of payment of interest on any debt security; • reduce the percentage of holders of outstanding debt securities of any series may rescind an acceleration and its consequences, including required to consent to any related modification under this section; • change any place of payment default or the currency in which any debt security or any premium or interest thereon is payable; • change the ranking of any series of debt securities; • impair the right to enforce any payment after the stated maturity or redemption date; or • make any change in the amendment provisions that resulted from require each holder’s consent or in the acceleration. (Section 6.2)waiver provisions.

Modification of the Indenture. We and the trustee may modify, amend or supplement the indenture or the debt securities of any series without the consent of any holder of any debt security: ● • to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; ● to provide for uncertificated securities in addition to or in place of certificated securities; ● • to provide for certificated debt securities in addition to uncertificated debt securities; ● • to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act; ● • to cure any ambiguity, defect or inconsistency or make any other change to the indenture or the debt securities that does not materially and adversely affect the rights of any holder of our debt securities under the indenture; ● • to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; or ● • to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee. (Section 8.1) We may also modify or supplement the indenture with the written consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or supplement. The holders of at least a majority in principal amount of the outstanding debt securities of each such series affected by the modifications or supplement may waive compliance by us in a particular instance with any provision of the indenture or the debt securities of such affected series of debt securities without notice to any holder of our debt securities. We may not make any modification or amendment without the consent of the holders of each affected debt security then outstanding if that amendment will: ● • reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; ● • reduce the rate of or change the time for payment of interest (including default interest) on any debt security; ● • reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; ● • make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; ● • change the amount or time of any payment required by any debt security, or reduce the premium payable upon any redemption of any debt securities, or change the time before which no such redemption may be made; ● • waive a default in the payment of the principal of, or interest or premium, if any, on, any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); ● • waive a redemption payment with respect to any debt security, or change any of the provisions with respect to the redemption of any debt securities; ● • reduce the principal amount of discount securities payable upon acceleration of maturity; or ● • make any change to certain provisions of the indenture relating to the rights of holders to institute suit with respect to the indenture or the debt securities of a series and the modification or supplement of the indenture or the debt securities of any series requiring the consent of holders of our debt securities. (Section 8.2) The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series (Section 6.4); provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration. (Section 6.2)

Modification of the Indenture. We Each indenture provides that we and the trustee may modify, amend or supplement the indenture or the debt securities of any series enter into supplemental indentures without the consent of any holder the holders of any debt security: ● to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; ● to provide for uncertificated securities in addition to or in place of certificated securities; ● to provide for certificated debt securities in addition to uncertificated to: • secure any debt securities; ● to comply with requirements • evidence the assumption by a successor corporation of our obligations; • add covenants for the protection of the SEC in order to effect or maintain the qualification holders of the indenture under the Trust Indenture Actdebt securities; ● to • cure any ambiguity, defect ambiguity or correct any inconsistency or make any other change to the indenture or the debt securities that does not materially and adversely affect the rights of any holder of our debt securities under in the indenture; ● to provide for the issuance of and • establish the form and forms or terms and conditions of debt securities of any series as permitted series; and • evidence and provide for the acceptance of appointment by the indenture; or ● to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee. (Section 8.1) We It is anticipated that modifications and amendments of an indenture may also modify or supplement be made by us and the indenture trustee, with the written consent of the holders of at least not less than a majority in principal amount of each series of the outstanding debt securities issued under the indenture that are affected by the modification or amendment, provided that no such modification or amendment may, without the consent of each holder of such debt securities affected thereby: • change the stated maturity date of the principal of (or premium, if any) or any installment of interest, if any, on any such debt security; • reduce the principal amount of (or premium, if any) or the interest, if any, on any such debt security or the principal amount due upon acceleration of an original issue discount security; • change the time or place or currency of payment of principal of (or premium, if any) or interest, if any, on any such debt security; • impair the right to institute suit for the enforcement of any such payment on or with respect to any such debt security; • reduce any amount payable on redemption; • modify any of the subordination provisions or the definition of senior indebtedness applicable to any subordinated debt securities in a manner adverse to the holders of those securities; • reduce the above-stated percentage of holders of debt securities necessary to modify or amend the indenture; or • modify the foregoing requirements or reduce the percentage of outstanding debt securities necessary to waive compliance with certain provisions of the indenture or for waiver of certain defaults. A record date may be set for any act of the holders with respect to consenting to any amendment. The holders of not less than a majority in principal amount of outstanding debt securities of each series affected by thereby will have the modifications or supplementright to waive our compliance with certain covenants in such indenture. The holders of at least a majority in principal amount of the outstanding debt securities of each such series affected by the modifications or supplement may waive compliance by us in a particular instance with any provision of the Each indenture or the debt securities of such affected series of debt securities without notice to any holder of our debt securities. We may not make any modification or amendment without the consent will contain provisions for convening meetings of the holders of each affected debt security then outstanding if that amendment will: ● reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; ● reduce the rate of or change the time for payment of interest (including default interest) on any debt security; ● reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; ● make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; ● change the amount or time of any payment required by any debt security, or reduce the premium payable upon any redemption of any debt securities, or change the time before which no such redemption may be made; ● waive a default in the payment of the principal of, or interest or premium, if any, on, any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); ● waive a redemption payment with respect to any debt security, or change any of the provisions with respect to the redemption of any debt securities; ● reduce the principal amount of discount securities payable upon acceleration of maturity; or ● make any change to certain provisions of the indenture relating to the rights of holders to institute suit with respect to the indenture or the debt securities of a series and the modification to take permitted action. A prospectus supplement may set forth modifications or supplement of the indenture or the debt securities of any series requiring the consent of holders of our debt securities. (Section 8.2) The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture additions to these provisions with respect to that a particular series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series (Section 6.4); provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration. (Section 6.2)securities.