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 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 sinking 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 contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the debenture trustee or holders of 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. If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the 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 holder. The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default. Subject to the terms of the indentures, if an event of default under an indenture occurs and continues, the debenture trustee 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 Act 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 has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least 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 other conflicting directions within 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 debenture trustee regarding our compliance with specified covenants in the indentures.

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 sinking fund paymentpremium, 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 contained 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 at least 25% 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 occuroccur 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, other than an event of default specified in then the last bullet point above, the debenture trustee or the holders of at least 25% not less than a majority in aggregate principal amount of the outstanding debt securities of that seriesseries may, by a notice in writing to us in writing, (and to the debenture trustee if notice is given by such the holders), may declare to be due and payable immediately the unpaid principal of, premium(or, if anythe 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 and payable immediately. If an event of default specified in the last bullet point above occurs has been obtained with respect to usdebt securities of any series, 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 holder. The holders of a majority in principal amount of the outstanding debt securities of an affected 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 waive any default or event of default with respect to rescind and annul the series and its consequences, except defaults or acceleration if all events of default regarding default, other than the non-payment of accelerated principal, premium, if any, or and interest, unless we if any, with respect to debt securities of that series, have been cured or waived as provided in the default applicable indenture (including payments or event deposits in respect of default in accordance with principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the indenture. Any waiver shall cure prospectus supplement relating to any series of debt securities that are discount securities for the default or 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 occurs shall occur and continuesbe continuing, the debenture trustee would 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 of 1939Act, 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 25% 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 90 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 indenturesapplicable 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, premium or sinking fund paymentpayment 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 contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the debenture trustee or holders of 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. If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the 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 shall be due and payable without any notice or other action on the part of the debenture trustee or any holder. The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default. Subject to the terms of the indentures, if an event of default under an indenture occurs shall occur and continuesbe continuing, the debenture trustee would 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 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 has given written notice to the debenture trustee of a continuing event of default with respect to that series; • · the holders of at least 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 other conflicting directions within 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. 14 We will periodically file statements with the debenture trustee regarding our compliance with specified covenants in the indentures.

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 payable payable, and our failure 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, premium principal of (or sinking fund paymentpremium, if any, ) on any debt securities of that series as and when the same shall become due and payable and 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 or agreement with respect to that series contained in the debt securities indenture or otherwise established with respect to that series pursuant to the indenturesindenture, other than a covenant or agreement specifically relating to another series included solely for the benefit 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 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. If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified described in the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal of, of (premium, if any, ) and accrued and unpaid interest, if any, due and payable immediately. If an event of default specified in the 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 that series shall be automatically due and payable without any notice declaration or other action on the part of the debenture trustee or any holder. The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default. Subject to the terms of the indenturesindenture, if an event of default under an indenture occurs shall occur and continuesbe continuing, the debenture trustee would 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 of 1939Act, 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 has given written notice to the debenture trustee of a continuing event of default with respect to that series; • ● the holders of at least 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 other conflicting inconsistent directions within 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 debenture trustee regarding our compliance with specified covenants in the indenturesindenture.

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 sinking 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 contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the debenture trustee or holders of 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. We will describe in each applicable prospectus supplement or free writing prospectus any additional events of default relating to the relevant series of debt securities. If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal ofprincipal, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of unpaid principal, premium, if any, and accrued interest, if any, of each issue of debt securities then outstanding would shall be due and payable without any notice or other action on the part of the debenture trustee or any holder. The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default. Subject to the terms of the indentures, if an event of default under an indenture occurs shall occur and continuesbe continuing, the debenture trustee would 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 of 1939Act, 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 has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least 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 other conflicting directions within 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 debenture trustee regarding our compliance with specified covenants in the indentures.

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 sinking fund paymentpremium, 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 contained 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 at least 25% 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 occuroccur 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, other than an event of default specified in then the last bullet point above, the debenture trustee or the holders of at least 25% not less than a majority in aggregate principal amount of the outstanding debt securities of that seriesseries may, by a notice in writing to us in writing, (and to the debenture trustee if notice is given by such the holders), may declare to be due and payable immediately the unpaid principal of, premium(or, if anythe 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 and payable immediately. If an event of default specified in the last bullet point above occurs has been obtained with respect to usdebt securities of any series, 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 holder. The holders of a majority in principal amount of the outstanding debt securities of an affected 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 waive any default or event of default with respect to rescind and annul the series and its consequences, except defaults or acceleration if all events of default regarding default, other than the non-payment of accelerated principal, premium, if any, or and interest, unless we if any, with respect to debt securities of that series, have been cured or waived as provided in the default applicable indenture (including payments or event deposits in respect of default in accordance with principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the indenture. Any waiver shall cure prospectus supplement relating to any series of debt securities that are discount securities for the default or 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 occurs shall occur and continuesbe continuing, the debenture trustee would 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 of 1939Act, 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 has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least 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 other conflicting directions within 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. ● 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. We will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the indenturesapplicable 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 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 sinking 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 contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the debenture trustee or holders of 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. If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, any and accrued interest, if any, due and payable immediately. If an event of default specified in the 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 shall be due and payable without any notice or other action on the part of the debenture trustee or any holder. The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default. Subject to the terms of the indenturesindenture, if an event of default under an indenture occurs shall occur and continuesbe continuing, the debenture trustee would 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 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 has given written notice to the debenture trustee of a continuing event of default with respect to that series; • · the holders of at least 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 other conflicting directions within 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 debenture trustee regarding our compliance with specified covenants in the indentures.

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 sinking fund paymentpremium, 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 contained 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 at least 25% 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 occuroccur 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, other than an event of default specified in then the last bullet point above, the debenture trustee or the holders of at least 25% not less than a majority in aggregate principal amount of the outstanding debt securities of that seriesseries may, by a notice in writing to us in writing, (and to the debenture trustee if notice is given by such the holders), may declare to be due and payable immediately the unpaid principal of, premium(or, if anythe 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 and payable immediately. If an event of default specified in the last bullet point above occurs has been obtained with respect to usdebt securities of any series, 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 holder. The holders of a majority in principal amount of the outstanding debt securities of an affected 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 waive any default or event of default with respect to rescind and annul the series and its consequences, except defaults or acceleration if all events of default regarding default, other than the non-payment of accelerated principal, premium, if any, or and interest, unless we if any, with respect to debt securities of that series, have been cured or waived as provided in the default applicable indenture (including payments or event deposits in respect of default in accordance with principal, premium or interest that had become due other than as a result of such acceleration). We refer you to the indenture. Any waiver shall cure prospectus supplement relating to any series of debt securities that are discount securities for the default or 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 occurs shall occur and continuesbe continuing, the debenture trustee would 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 of 1939Act, 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 25% 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 90 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 indenturesapplicable 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 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 sinking 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 contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the debenture trustee or holders of 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. We will describe in each applicable prospectus supplement or free writing prospectus any additional events of default relating to the relevant series of debt securities. If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal ofprincipal, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of unpaid principal, premium, if any, and accrued interest, if any, of each issue of debt securities then outstanding would shall be due and payable without any notice or other action on the part of the debenture trustee or any holder. The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default. Subject to the terms of the indentures, if an event of default under an indenture occurs shall occur and continuesbe continuing, the debenture trustee would 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 of 1939Act, 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 has given written notice to the debenture trustee of a continuing event of default with respect to that series; • the holders of at least 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 other conflicting directions within 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 debenture trustee regarding our compliance with specified covenants in the indentures.

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, premium principal or sinking fund paymentpremium, 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 contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt securities, indentures and our failure continues for 90 days after we receive notice from the debenture indenture trustee or holders of 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. If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the debenture indenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the debenture indenture trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the 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 indenture trustee or any holder. The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default. Subject to the terms of the indentures, if an event of default under an indenture occurs and continues, the debenture indenture trustee 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 of 1939Act, 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 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 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 other conflicting directions within 90 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 debenture indenture trustee regarding our compliance with specified covenants in the indentures.