We may, to the extent permitted by law, purchase debt securities in the open market or by
tender offer at any price or by private agreement. We may, at our option and to the extent permitted by law, reissue, resell or surrender to the trustee for cancellation any debt securities we purchase in this manner; provided that we not reissue or
resell those debt securities if upon reissuance or resale, they would constitute restricted securities within the meaning of Rule 144 under the Securities Act. Debt securities surrendered to the trustee for cancellation may not be
reissued or resold and will be promptly cancelled.
Replacement of Debt Securities
We will replace mutilated, lost, destroyed or stolen debt securities at the holders expense upon delivery to the trustee of the
mutilated debt securities or evidence of the loss, destruction or theft of the debt securities satisfactory to the trustee and us. In the case of a lost, destroyed or stolen debt security, we or the trustee may require, at the expense of the holder,
indemnity satisfactory to us and the trustee.
Unless otherwise specified in the applicable prospectus supplement, our debt securities will be book-entry securities that are cleared and
settled through the Depositary Trust Company (the DTC), a securities depositary. Upon issuance, unless otherwise specified in the applicable prospectus supplement, all book-entry securities of the same series will be represented by one
or more fully registered global securities. Each global security will be deposited with, or on behalf of, DTC and will be registered in the name of DTC or a nominee of DTC. DTC will thus be the only registered holder of any such securities and will
be considered the sole owner of the securities.
Purchasers may only hold interests in the global securities through DTC if
they are participants in the DTC system. Purchasers may also hold interests through a securities intermediary a bank, brokerage house or other institution that maintains securities accounts for customers that has an account with DTC or
its nominee. DTC will maintain accounts showing the securities holdings of its participants, and these participants will in turn maintain accounts showing the securities holdings of their customers. Some of these customers may themselves be
securities intermediaries holding securities for their customers. Thus, each beneficial owner of a book-entry security will hold that security indirectly through a hierarchy of intermediaries, with DTC at the top and the beneficial
owners own securities intermediary at the bottom.
The securities of each beneficial owner of a book-entry
security will be evidenced solely by entries on the books of the beneficial owners securities intermediary. The actual purchaser of the securities will generally not be entitled to have the securities represented by the global securities
registered in its name and will not be considered the owner. In most cases, a beneficial owner will also not be able to obtain a paper certificate evidencing the holders ownership of securities. The book-entry system for holding securities
eliminates the need for physical movement of certificates. The laws of some jurisdictions require some purchasers of securities to take physical delivery of their securities in definitive form. These laws may impair the ability to transfer
Unless otherwise specified in the prospectus supplement with respect to a series of debt securities,
the beneficial owner of book-entry securities represented by a global security may exchange the securities for definitive or paper securities only if:
DTC is unwilling or unable to continue as depositary for such global security and we are unable to find a qualified replacement for DTC within 90 days;
at any time DTC ceases to be a clearing agency registered under the Exchange Act and we are unable to find a qualified replacement for DTC
within 90 days;