Common use of Events of Default Under the Indenture Clause in Contracts

Events of Default Under the Indenture. The following are events of default under the indentures with respect to any series of debt securities that we may issue: • if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred; • if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed; • if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and • if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before a judgment or decree for payment of the money due has been obtained with respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • the direction so given by the holder is not in conflict with any law or the applicable indenture; and • subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and • the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The following are events of default under the indentures with respect to any series of debt securities that we may issue: • if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferred; • if we fail to pay the principal, premium or premiumsinking fund payment, if any, when due and payable and the time for payment has not been extended or delayed; • if we fail to observe or perform any other covenant set forth contained in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the debenture trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal of, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding would be due and payable without any notice or other action on the part of the debenture trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur occurs and be continuingcontinues, the debenture trustee will would be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • the direction so given by the holder is not in conflict with any law or the applicable indenture; and • subject to its duties under the Trust Indenture ActAct of 1939, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and • the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indentureindentures.

Events of Default Under the Indenture. The Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indentures indenture with respect to any series of debt securities that we may issue: • · if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and our failure payable, and such default continues for a period of 90 days and days; provided, however, that a valid extension of an interest payment period by us in accordance with the time terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for payment has not been extended or deferredthis purpose; • · if we fail to pay the principalprincipal of, or premium, if any, on any series of debt securities 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 such series; provided, however, that a valid extension of the time for maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment has not been extended of principal or delayedpremium, if any; • · if we fail to observe or perform any other covenant set forth or agreement contained in the debt securities of such series or the applicable indenturesindenture, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for a period of 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the debenture trustee or holders of not less than at least a majority in of the aggregate principal amount of the outstanding debt securities of the applicable series; and • · if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than certain specified events of bankruptcy, insolvency or reorganization, the trustee or the holders of not less than at least a majority in of the aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all of such series of debt securities immediately due and payable. If certain specified events of that series. Before a judgment bankruptcy, insolvency or decree for payment of the money due has been obtained reorganization occur with respect to us, the principal amount and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any series, the holder. The holders of a majority in of the principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indenturesindenture, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in of the principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • · the direction so given by the holder is not in conflict with any law or the applicable indenture; and • · subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures indenture or to appoint a receiver or trustee, or to seek other remedies remedies, only if: • · the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • · the holders of at least a majority in of the aggregate principal amount of the outstanding debt securities of that series have made a written request, and · such holders have offered reasonable indemnity to the debenture trustee indemnity satisfactory to institute it against the proceeding as trusteecosts, expenses and liabilities to be incurred by the trustee in compliance with the request; and • · the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in of the aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principalprincipal of, or the premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The following are events of default under the indentures with respect to any series of debt securities that we may issue: • if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred; • if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed; • if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and • if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before a judgment or decree for payment of the money due has been obtained with respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • the direction so given by the holder is not in conflict with any law or the applicable indenture; and • subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. • the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and • the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The following are events of default under the indentures with respect to any series of debt securities that we may issue: • ● if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred; • ● if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed; • ● if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and • ● if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before a judgment or decree for payment of the money due has been obtained with respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • ● the direction so given by the holder is not in conflict with any law or the applicable indenture; and • ● subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • ● These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. ● the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • ● the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and • ● the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indentures indenture with respect to any series of debt securities that we may issue: • if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and our failure payable, and such default continues for a period of 90 days and days; provided, however, that a valid extension of an interest payment period by us in accordance with the time terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for payment has not been extended or deferredthis purpose; • if we fail to pay the principalprincipal of, or premium, if any, on any series of debt securities 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 such series; provided, however, that a valid extension of the time for maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment has not been extended of principal or delayedpremium, if any; • if we fail to observe or perform any other covenant set forth or agreement contained in the debt securities of such series or the applicable indenturesindenture, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal of, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indenturesindenture, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • the direction so given by the holder is not in conflict with any law or the applicable indenture; and • subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures indenture or to appoint a receiver or trustee, or to seek other remedies only if: • the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and ; • such holders have offered reasonable indemnity to the debenture trustee indemnity satisfactory to institute it against the proceeding as trusteecosts, expenses and liabilities to be incurred by the trustee in compliance with the request; and • the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The following are events of default under the indentures with respect to any series of debt securities that we may issue: • · if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred; • · if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed; • · if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and • · if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before a judgment or decree for payment of the money due has been obtained with respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • · the direction so given by the holder is not in conflict with any law or the applicable indenture; and • · subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • · the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • · the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and • · the debenture trustee does not institute the proceeding, proceeding and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indentures indenture with respect to any series of debt securities that we may issue: • · if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and our failure payable, and such default continues for a period of 90 days and days; provided, however, that a valid extension of an interest payment period by us in accordance with the time terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for payment has not been extended or deferredthis purpose; • · if we fail to pay the principalprincipal of, or premium, if any, on any series of debt securities 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 such series; provided, however, that a valid extension of the time for maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment has not been extended of principal or delayedpremium, if any; • · if we fail to observe or perform any other covenant set forth or agreement contained in the debt securities of such series or the applicable indenturesindenture, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • · if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal of, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indenturesindenture, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • · the direction so given by the holder is not in conflict with any law or the applicable indenture; and • · subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures indenture or to appoint a receiver or trustee, or to seek other remedies only if: • · the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • · the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and ; · such holders have offered reasonable indemnity to the debenture trustee indemnity satisfactory to institute it against the proceeding as trusteecosts, expenses and liabilities to be incurred by the trustee in compliance with the request; and • · the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The Unless we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, the following are events of default under the indentures with respect to any series of debt securities that we may issue: • if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferredextended; • if we fail to pay the principal, premium or premiumsinking fund payment, if any, when due and payable at maturity, upon redemption or repurchase or otherwise, and the time for payment has not been extended or delayedextended; • if we fail to observe or perform any other covenant set forth contained in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • if specified events of bankruptcy, insolvency or reorganization occur as to usoccur. No event We will describe in each applicable prospectus supplement or free writing prospectus any additional events of default with respect relating to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other the relevant series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the unpaid principal, premium, if any, and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnityindemnity or security satisfactory to it against any loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • the direction so given by the holder is not in conflict with any law or the applicable indenture; and • subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee or security satisfactory to institute it against any loss, liability or expense or to be incurred in compliance with instituting the proceeding as trustee; and • the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement or free writing prospectus. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indentureindentures.

Events of Default Under the Indenture. The following are events of default under the indentures with respect to any series of debt securities that we may issue: • ● if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred; • ● if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed; • ● if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and • ● if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before a judgment or decree for payment of the money due has been obtained with respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • ● the direction so given by the holder is not in conflict with any law or the applicable indenture; and • ● subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • ● these limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities; ● the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • ● the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and • ● the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The following are events of default under the indentures with respect to any series of debt securities that we may issue: • ● if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred; • ● if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed; • ● if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and • ● if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before a judgment or decree for payment of the money due has been obtained with respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • ● the direction so given by the holder is not in conflict with any law or the applicable indenture; and • ● subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • ● the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • ● the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and • ● the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indentures indenture with respect to any series of debt securities that we may issue: • ● if we fail to pay any installment of interest on any debt securities of that series, as and when the same shall become due and our failure payable, and such default continues for a period of 90 days and days; provided, however, that a valid extension of an interest payment period by us in accordance with the time terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for payment has not been extended or deferredthis purpose; • ● if we fail to pay the principal, principal of (or premium, if any, ) on any debt 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 time for maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment has not been extended of principal or delayedpremium, if any; • ● if we fail to observe or perform any other covenant set forth or agreement with respect to that series contained in the debt securities of such indenture or otherwise established with respect to that series or pursuant to the applicable indenturesindenture, other than a covenant or agreement specifically relating to and included solely for the benefit of holders of another series of one or more debt securitiessecurities other than that series, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • ● if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default described in the last bullet point above, the trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders), declare to be due and payable immediately the unpaid principal of (orpremium, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that seriesany) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to debt securities of any seriesus, the principal amount of and accrued interest, if any, of that series shall be automatically due and payable without any declaration or other action on the part of the trustee or any holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indenturesindenture, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • ● the direction so given by the holder is not in conflict with any law or the applicable indenture; and • ● subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures indenture or to appoint a receiver or trustee, or to seek other remedies only if: • ● the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • ● the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and ; ● such holders have offered reasonable indemnity to the debenture trustee indemnity satisfactory to institute it against the proceeding as trusteecosts, expenses and liabilities to be incurred by the trustee in compliance with the request; and • ● the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting inconsistent directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The following are events of default under the indentures to be filed as exhibits to an amendment to the registration statement with respect to any series of debt securities that we may issue: • ● if we fail to pay interest when due and payable and our failure continues for 90 30 days and the time for payment has not been extended or deferred; • ● if we fail to pay the principal, principal or premium, if any, when due and payable and the time for payment has not been extended or delayeddeferred; • ● if we fail to observe or perform any other covenant set forth contained in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, indentures and our failure continues for 90 days after we receive written notice from the debenture indenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • ● if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the indenture trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture indenture trustee if notice is given by such holders, may declare the holders)unpaid principal of, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding would be due and payable without any notice or other action on the part of the indenture trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur occurs and be continuingcontinues, the debenture indenture trustee will would be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture indenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture indenture trustee, or exercising any trust or power conferred on the debenture indenture trustee, with respect to the debt securities of that series, provided that: • ● the direction so given by the holder is not in conflict with any law or the applicable indenture; and • ● subject to its duties under the Trust Indenture Act, the debenture indenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies only if: • ● the holder previously has given written notice to the debenture indenture trustee of a continuing event of default with respect to that series; • ● the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture indenture trustee to institute the proceeding as trustee; and • ● the debenture indenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, on the debt securities. We will periodically file statements with the applicable debenture indenture trustee regarding our compliance with specified covenants in the applicable indentureindentures.

Events of Default Under the Indenture. The Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indentures indenture with respect to any series of debt securities that we may issue: • if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and our failure payable, and such default continues for a period of 90 days and days; provided, however, that a valid extension of an interest payment period by us in accordance with the time terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for payment has not been extended or deferredthis purpose; • if we fail to pay the principalprincipal of, or premium, if any, on any series of debt securities 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 such series; provided, however, that a valid extension of the time for maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment has not been extended of principal or delayedpremium, if any; • if we fail to observe or perform any other covenant set forth or agreement contained in the debt securities of such series or the applicable indenturesindenture, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal of, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indenturesindenture, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • the direction so given by the holder is not in conflict with any law or the applicable indenture; and • subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures indenture or to appoint a receiver or trustee, or to seek other remedies only if: • the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and • the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The following are events of default under the indentures indenture with respect to any series of debt securities that we may issue: • if we fail to pay interest when due and payable and our failure continues for 90 30 days and the time for payment has not been extended or deferred; • if we fail to pay the principal, or premium, if any, when due and payable and the time for payment has not been extended or delayed; • if we fail to observe or perform any other covenant set forth contained in the debt securities of such series or the applicable indenturesindenture, other than a covenant specifically relating to and solely for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the debenture trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal of, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each series of debt securities then outstanding shall be due and payable without any notice or other action on the part of the debenture trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of defaultindenture. Subject to the terms of the indenturesindenture, if an event of default under an the indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • the direction so given by the holder is not in conflict with any law or the applicable indenture; and • subject to its duties under the Trust Indenture ActAct of 1939, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures indenture or to appoint a receiver or trustee, or to seek other remedies if: • the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee trustee, to institute the proceeding as trustee; and • the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions directions, within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified the covenants in the applicable indenture.

Events of Default Under the Indenture. The following are events of default under the indentures in the forms initially filed as exhibits to the registration statement with respect to any series of debt securities that we may issue: • · if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferred; • · if we fail to pay the principal, sinking fund payment or premium, if any, when due and payable and the time for payment has not been extended or delayed; • · if we fail to observe or perform any other covenant set forth contained in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • · if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the debenture trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal of, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the debenture trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • · the direction so given by the holder is not in conflict with any law or the applicable indenture; and • · subject to its duties under the Trust Indenture ActAct of 1939, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • · the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • · the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity indemnity, to the debenture trustee to institute the proceeding as trustee; and • · the debenture trustee does not institute the proceeding, proceeding and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indentureindentures.

Events of Default Under the Indenture. The Unless we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, the following are will be events of default under the indentures with respect to any series of debt securities that we may issue: • if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferredextended; • if we fail to pay the principal, premium or premiumsinking fund payment, if any, when due and payable at maturity, upon redemption or repurchase or otherwise, and the time for payment has not been extended or delayedextended; • if we fail to observe or perform any other covenant set forth contained in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • if specified events of bankruptcy, insolvency or reorganization occur as to usoccur. No event We will describe in each applicable prospectus supplement or free writing prospectus any additional events of default with respect relating to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other the relevant series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the unpaid principal, premium, if any, and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnityindemnity or security satisfactory to it against any loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • the direction so given by the holder is not in conflict with any law or the applicable indenture; and • subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee or security satisfactory to institute it against any loss, liability or expense or to be incurred in compliance with instituting the proceeding as trustee; and • the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement or free writing prospectus. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indentureindentures.

Events of Default Under the Indenture. The Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indentures indenture with respect to any series of debt securities that we may issue: • if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and our failure payable, and such default continues for a period of 90 days and days; provided, however, that a valid extension of an interest payment period by us in accordance with the time terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for payment has not been extended or deferredthis purpose; • if we fail to pay the principalprincipal of, or premium, if any, on any series of debt securities 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 such series; provided, however, that a valid extension of the time for maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment has not been extended of principal or delayedpremium, if any; • if we fail to observe or perform any other covenant set forth or agreement contained in the debt securities of such series or the applicable indenturesindenture, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal of, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all of such series of debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indenturesindenture, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, ; provided that: • the direction so given by the holder is not in conflict with any law or the applicable indenture; and • subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures indenture or to appoint a receiver or trustee, or to seek other remedies only if: • the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and ; • such holders have offered reasonable indemnity to the debenture trustee indemnity satisfactory to institute it against the proceeding as trusteecosts, expenses and liabilities to be incurred by the trustee in compliance with the request; and • the debenture trustee does not institute the proceeding, proceeding and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, on the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The following are events of default under the indentures with respect to any series of debt securities that we may issue: • ● if we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred; • ● if we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed; • ● if we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable series; and • ● if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before a judgment or decree for payment of the money due has been obtained with respect to debt securities of any series, the holders of a majority in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • ● the direction so given by the holder is not in conflict with any law or the applicable indenture; and • ● subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if: • ● the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • ● the holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and • ● the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.

Events of Default Under the Indenture. The Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indentures indenture with respect to any series of debt securities that we may issue: • · if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and our failure payable, and such default continues for a period of 90 days and days; provided, however, that a valid extension of an interest payment period by us in accordance with the time terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for payment has not been extended or deferredthis purpose; • · if we fail to pay the principalprincipal of, or premium, if any, on any series of debt securities 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 such series; provided, however, that a valid extension of the time for maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment has not been extended of principal or delayedpremium, if any; • · if we fail to observe or perform any other covenant set forth or agreement contained in the debt securities of such series or the applicable indenturesindenture, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • · if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal of, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securitiesany, that portion of the principal amount as may be specified in the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indenturesindenture, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • · the direction so given by the holder is not in conflict with any law or the applicable indenture; and • · subject to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures indenture or to appoint a receiver or trustee, or to seek other remedies only if: • · the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • · the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and ; · such holders have offered reasonable indemnity to the debenture trustee indemnity satisfactory to institute it against the proceeding as trusteecosts, expenses and liabilities to be incurred by the trustee in compliance with the request; and • · the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the indenture. · to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale;” · to provide for uncertificated debt securities in addition to or in place of certificated debt securities; · to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture; · add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture; · to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect; · to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities; · to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or · to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act. In addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the prospectus supplement applicable indentureto a particular series of debt securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected: · extending the fixed maturity of any debt securities of any series; · reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or · reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver. Each indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to: · provide for payment; · register the transfer or exchange of debt securities of the series; · replace stolen, lost or mutilated debt securities of the series; · pay principal of and premium and interest on any debt securities of the series; · maintain paying agencies; · hold monies for payment in trust; · recover excess money held by the trustee; · compensate and indemnify the trustee; and · appoint any successor trustee. In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Events of Default Under the Indenture. The Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indentures indenture with respect to any series of debt securities that we may issue: • · if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferred; • · if we fail to pay the principal, premium or premiumsinking fund payment, if any, when due and payable and the time for payment has not been extended or delayed; • · if we fail to observe or perform any other covenant set forth contained in the debt securities of such series or the applicable indentures, other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and • · if specified events of bankruptcy, insolvency or reorganization occur as to us. No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to timeoccur. If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then other than an event of default specified in the last bullet point above, the debenture trustee or the holders of not less than a majority at least 25% in aggregate principal amount of the outstanding debt securities of that series mayseries, by a notice in writing to us (in writing, and to the debenture trustee if notice is given by such holders, may declare the holders)unpaid principal of, declare to be due and payable immediately the principal (orpremium, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and premium any and accrued and unpaid interest, if any, on all debt securities due and payable immediately. If an event of that series. Before a judgment or decree for payment of default specified in the money due has been obtained last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the debenture trustee or any series, the holder. The holders of a majority in principal amount of the outstanding debt securities of that an affected series (ormay waive any default or event of default with respect to the series and its consequences, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) may rescind and annul the acceleration if all except defaults or events of default, other than the non-default regarding payment of accelerated principal, premium, if any, and or interest, if any, unless we have cured the default or event of default in accordance with respect to debt securities of that series, have been cured the indenture. Any waiver shall cure the default or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default. Subject to the terms of the indenturesindenture, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that: • · the direction so given by the holder is not in conflict with any law or the applicable indenture; and • · subject to its duties under the Trust Indenture ActAct of 1939, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding. A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies only if: • · the holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that series; • · the holders of at least a majority 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and • · the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting directions within 60 90 days after the notice, request and offer. These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indentureindentures.