Common use of Global Securities Clause in Contracts

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct.

Global Securities. The Each series of the Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to shall initially be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of a nominee of the Depositary (which shall be The Depository Trust Company) or its nomineeDepositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities will shall not be exchangeable for, and will shall not otherwise be issuable as, Notes in definitive form registered in names other than form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or its nomineeother agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of nominee or by the Depositary or its any such nominee or to a successor Depositary or its a nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security shall be exercised only through representing the Depositary. A Global Security Notes of either series shall be exchangeable for Notes of such series registered in the names of persons Persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company Trustee and the Issuer in writing that it is unwilling no longer willing or unable able to continue properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days of receipt by the Company Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, Issuer executes and subject delivers to the procedures of Trustee an Issuer Order stating that the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notessuch Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes registered it represents, as provided in such names as the Depositary shall directOriginal Indenture.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to shall initially be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of a nominee of the Depositary (which shall be The Depository Trust Company) or its nomineeDepositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities will shall not be exchangeable for, and will shall not otherwise be issuable as, Notes in definitive form registered in names other than form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or its nomineeother agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of nominee or by the Depositary or its any such nominee or to a successor Depositary or its a nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security shall be exercised only through representing the Depositary. A Global Security Notes shall be exchangeable for Notes registered in the names of persons Persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company Trustee and the Issuer in writing that it is unwilling no longer willing or unable able to continue properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days of receipt by the Company Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, Issuer executes and subject delivers to the procedures of Trustee an Issuer Order stating that the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notessuch Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes registered it represents, as provided in such names as the Depositary shall directOriginal Indenture.

Global Securities. The Notes offered and sold provisions of this Section 305(c) shall apply only to QIBs in transactions not involving a public offering, exempt from registration Global Securities. Each Global Security authenticated under the Securities Act, intended to this Indenture shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by designated for such Global Securities will not be exchangeable forSecurity or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and will not otherwise each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be issuable asexchanged in whole or in part for Securities registered, Notes and no transfer of a Global Security in definitive form registered whole or in names part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its nominee. The sole discretion shall have notified the Depositary by Issuer Order that the Global Securities described above may shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not be transferred except less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners this Section 305(c) above, owners of beneficial interests in such a Global Security will held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under the Indenturethis Indenture and shall have no rights under this Indenture with respect to such Global Security, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the such Depositary or its nominee or to a successor Depositary or its nominee or except may be treated by the Issuer, the Trustee and any agent of any of them as described below. The rights of Holders the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall be exercised only through have any responsibility or liability for the actions taken or not taken by the Depositary. A Notwithstanding the foregoing, the Depositary for any Global Security shall be exchangeable for Notes registered may grant proxies and otherwise authorize any person, including the beneficial owners of interests in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationSecurity, or if at to take any time the Depositary ceases action which a Holder is entitled to be a clearing agency registered take under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing this Indenture with respect to such Global Security. Until the Notes. Any termination of the Restricted Period with respect to Securities of a series, interests in any Regulation S Global Security of such series may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream; provided, however, that is exchangeable pursuant the Trustee shall have no responsibility to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directdetermine compliance with this requirement.

Global Securities. The Notes offered and sold to QIBs Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositaryconstitute a single Security for all purposes of this Indenture. A Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Securities distributed to holders of Book-Entry Preferred Securities (iiias defined in the Trust Agreement) an Event upon the dissolution of Default has occurred the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and is continuing deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Series 2015A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2015A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2015A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2015A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2015A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2015A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2015A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold If the Issuer shall establish pursuant to QIBs in transactions not involving a public offering, exempt from registration under Section 2.01 that the Securities Act, intended of a particular series are to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A as a Global Security”), then the Issuer shall execute and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 2052.04, for one authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or more permanent Global aggregate denominations equal to the aggregate principal amount of all the Securities (the “Regulation S Permanent to be represented by a Global Security”), in each case (ii) be registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not (iii) be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except delivered by the Depositary to a nominee of the Depositary or by a nominee of the Depositary Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or its nomineeto a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Owners Ownership of beneficial interests in such a registered global security will be limited to Agent Members that have accounts with the Depositary or persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders thereof for any purpose of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that person is not an Agent Member, on the procedures of the Agent Member through which the person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and no nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or will be made to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in definitive form) only if (i) the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Company Issuer that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been for such series is not appointed by the Company Issuer within ninety (90) 90 days after it the Issuer receives such notice or becomes aware of such cessationcondition, (ii) as the Company in its sole discretioncase may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the procedures Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the DepositaryGlobal Security of such series in exchange for such Global Security. In addition, determines the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be so exchangeable, in which case Notes cancelled by the Trustee. Such Securities in definitive registered form will be printed and delivered to issued in exchange for the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 2.13 shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositaryconstitute a single Security for all purposes of this Indenture. A (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, or (iii) an Event of Default has occurred accompanied by registration instructions, the Company shall execute and is continuing with respect to the Notes. Any Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security that is exchangeable pursuant to (or any portion thereof) in accordance with the preceding sentence instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be exchangeable for Notes registered fully protected in relying on, such names as the Depositary shall direct.instructions. 27

Global Securities. The Series 2020A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2020A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2020A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2020A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2020A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2020A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2020A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold If the Company shall establish pursuant to QIBs in transactions not involving a public offering, exempt from registration under Section 2.03 that the Securities Act, intended of a particular series are to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A as a Global Security”), then the Company shall execute and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 2052.04, for one authenticate and deliver, a Global Security that shall (iv) represent, and be issued in a denomination or more permanent Global aggregate denominations equal to the aggregate principal amount of all the Securities (the “Regulation S Permanent to be represented by a Global Security”), in each case (v) be registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not (vi) be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except delivered by the Depositary to a nominee of the Depositary or by a nominee of the Depositary Trustee to the Depositary or pursuant to the Depositary’s instruction and (vii) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to the Depositary, to another nominee of the Depositary or to a successor Depositary or its nomineeto a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to the Depositary for such series, to another nominee of the Depositary for such series or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. Owners Ownership of beneficial interests in such a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the Securities beneficially owned by the Agent Members. Any dealers, underwriters, initial purchasers or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the registered Global Security for all purposes under the Indenture. Except as described in this Section 2.13, owners of beneficial interests in a registered Global Security will not be entitled to have the Securities represented by the registered Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders thereof for any purpose of the Securities under the Indenture. Accordingly, each Person owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and no nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal and interest payments on Securities represented by a Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or will be made to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued nominee, as the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in definitive form) only if the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If (i) at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security series or that it is no longer registered or in good standing under the Exchange Act, or other applicable statute or regulation, and no a successor Depositary shall have been for such series is not appointed by the Company within ninety (90) 90 days of receipt by after the Company of receives such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositarynotice, or (iiiii) an Event of Default has occurred and is continuing with respect and the Trustee has received a request from the Depositary, this Section 2.13 shall no longer be applicable to the Notes. Any Securities of such series and the Company will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may, subject to the procedures of the Depositary, at any time determine that is exchangeable the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to the preceding sentence this Section 2.13 shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Agent Members or otherwise, shall instruct the Trustee in writing. The Company and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary and shall directincur no liability to any Person for any losses or damages arising as a result of any delay in receiving such instructions. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Securities. The Series A Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series A Senior Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Series A Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Series A Senior Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Series A Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold If the Issuer shall establish pursuant to QIBs in transactions not involving a public offering, exempt from registration under ‎Section 2.01 that the Securities Act, intended of a particular series are to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A as a Global Security”), then the Issuer shall execute and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 205‎Section 2.04, for one authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or more permanent Global aggregate denominations equal to the aggregate principal amount of all the Securities (the “Regulation S Permanent to be represented by a Global Security”), in each case (i) be registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not (i) be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except delivered by the Depositary to a nominee of the Depositary or by a nominee of the Depositary Trustee to the Depositary or pursuant to the Depositary’s instruction and (i) bear a legend substantially to the following effect: “Except as otherwise provided in ‎Section 2.12 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or its nomineeto a nominee of such successor Depositary.” Notwithstanding the provisions of ‎Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in ‎Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Owners of beneficial interests in such Principal, premium, if any, and interest payments on Securities represented by a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or will be made to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in definitive form) only if (i) the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Company Issuer that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been for such series is not appointed by the Company Issuer within ninety (90) 90 days after it the Issuer receives such notice or becomes aware of such cessationcondition, (ii) as the Company in its sole discretioncase may be, this ‎Section 2.12 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to ‎Section 2.08, the procedures Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the DepositaryGlobal Security of such series in exchange for such Global Security. In addition, determines the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this ‎Section 2.12 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to ‎Section 2.08, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be so exchangeable, in which case Notes cancelled by the Trustee. Such Securities in definitive registered form will be printed and delivered to issued in exchange for the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence this ‎Section 2.12 shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Securities. The Notes offered and sold If the Company shall establish pursuant to QIBs in transactions not involving a public offering, exempt from registration under Section 2.01 that the Securities Act, intended of a particular series are to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A as a Global Security”), then the Company shall execute and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 2052.04, for one authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or more permanent Global aggregate denominations equal to the aggregate principal amount of all the Securities (the “Regulation S Permanent to be represented by a Global Security”), in each case (ii) be registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not (iii) be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except delivered by the Depositary to a nominee of the Depositary or by a nominee of the Depositary Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or its nomineeto a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. Owners Ownership of beneficial interests in such a registered Global Security will be limited to Agent Members that have accounts with the Depositary or persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members accounts with the respective principal or face amounts of the Securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders thereof for any purpose of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that person is not an Agent Member, on the procedures of the Agent Member through which the person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and no nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or will be made to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued nominee, as the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in definitive form) only if (i) the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been for such series is not appointed by the Company within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessationcondition, (ii) as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Company in its sole discretionwill execute, and subject to Section 2.08, the procedures Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the DepositaryGlobal Security of such series in exchange for such Global Security. In addition, determines the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be so exchangeable, in which case Notes cancelled by the Trustee. Such Securities in definitive registered form will be printed and delivered to issued in exchange for the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 2.13 shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Company and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Securities. The Notes offered and sold If the Company shall establish pursuant to QIBs in transactions not involving a public offering, exempt from registration under Section 2.03 that the Securities Act, intended of a particular series are to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A as a Global Security”), then the Company shall execute and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 2052.04, for one authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or more permanent Global aggregate denominations equal to the aggregate principal amount of all the Securities (the “Regulation S Permanent to be represented by a Global Security”), in each case (ii) be registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not (iii) be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except delivered by the Depositary to a nominee of the Depositary or by a nominee of the Depositary Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to the Depositary, to another nominee of the Depositary or to a successor Depositary or its nomineeto a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to the Depositary for such series, to another nominee of the Depositary for such series or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. Owners Ownership of beneficial interests in such a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the Securities beneficially owned by the Agent Members. Any dealers, underwriters, initial purchasers or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the registered Global Security for all purposes under the Indenture. Except as described in this Section 2.13, owners of beneficial interests in a registered Global Security will not be entitled to have the Securities represented by the registered Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders thereof for any purpose of the Securities under the Indenture. Accordingly, each Person owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and no nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal and interest payments on Securities represented by a Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or will be made to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued nominee, as the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in definitive form) only if (i) the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been for such series is not appointed by the Company within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessationcondition, (ii) as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Company in its sole discretionwill execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may, subject to the procedures of the Depositary, determines at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be so exchangeable, in which case Notes cancelled by the Trustee. Such Securities in definitive registered form will be printed and delivered to issued in exchange for the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 2.13 shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Agent Members or otherwise, shall instruct the Trustee in writing. The Company and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary and shall directincur no liability to any Person for any losses or damages arising as a result of any delay in receiving such instructions. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Securities. The Series B Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series B Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series B Senior Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series B Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Series B Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Series B Senior Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Series B Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series B Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold If the Issuer shall establish pursuant to QIBs in transactions not involving a public offering, exempt from registration under Section 2.01 that the Securities Act, intended of a particular series are to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A as a Global Security”), then the Issuer shall execute and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 2053.02, for one authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or more permanent Global aggregate denominations equal to the aggregate principal amount of all the Securities (the “Regulation S Permanent to be represented by a Global Security”), in each case (ii) be registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not (iii) be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except held by the Depositary to a nominee Trustee as custodian of the Depositary or by and (iv) bear a nominee of the Depositary legend substantially to the Depositary or following effect: “Except as otherwise provided in Section 3.11 of this Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or its nomineeto a nominee of such successor Depositary.” Notwithstanding the provisions of Section 3.06, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 3.06, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Owners Ownership of beneficial interests in such a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under this Indenture. Except as described in this Section 3.11, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders thereof of the Securities under this Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any purpose rights of a Holder under this Indenture. Notwithstanding the Indentureforegoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Securities, and no nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or will be made to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in definitive form) only if the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If, at any time, either (i) the Depositary for a series of the Securities notifies the Company Issuer that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been for such series is not appointed by the Company Issuer within ninety (90) 90 days after it the Issuer receives such notice or becomes aware of such cessationcondition, (ii) as the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositarymay be, or (iiiii) an Event of Default with respect to a series of Securities has occurred and is continuing with respect and the Depositary for such series requests the issuance in definitive registered form of any such Securities represented by a Global Security, then this Section 3.11 shall no longer be applicable to the Notes. Any Securities of such series and the Issuer will execute, and subject to Section 3.06, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that is exchangeable the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 3.11 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 3.06, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to the preceding sentence this Section 3.11 shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered. Neither the Trustee nor any Agent Members shall directhave any responsibility for any actions taken or not taken by the Depositary.

Global Securities. The Series 2017A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. The Series 2017A Notes will be initially issued pursuant to an exemption or exemptions from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”). Beneficial interests in the Series 2017A Notes offered and sold to “qualified institutional buyers” (as defined in Rule 144A under the 1933 Act) in reliance upon Rule 144A under the 1933 Act shall be represented by one or more separate Global Securities (each, a “Rule 144A Global Note”). Each Rule 144A Global Note shall bear the Rule 144A legend in substantially the form set forth in Exhibit A hereto (the “Rule 144A Legend”). Beneficial interests in the Series 2017A Notes offered and sold to purchasers outside of the United States pursuant to Regulation S under the 1933 Act shall be represented by one or more separate Global Securities (each, a “Regulation S Global Note”) and shall bear the Regulation S legend in substantially the form set forth in Exhibit A hereto (the “Regulation S Legend”). Except under the limited circumstances described below, Series 2017A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2017A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2017A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2017A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2017A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2017A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold If the Issuer shall establish pursuant to QIBs in transactions not involving a public offering, exempt from registration under Section 2.01 that the Securities Act, intended of a particular series are to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A as a Global Security”), then the Issuer shall execute and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 2052.04, for one authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or more permanent Global aggregate denominations equal to the aggregate principal amount of all the Securities (the “Regulation S Permanent to be represented by a Global Security”), in each case (ii) be registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under , (iii) be delivered to the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than Trustee as custodian for the Depositary or its nominee. The Global Securities described above may not be transferred except by and (iv) bear a legend substantially to the Depositary to a nominee following effect: “Except as otherwise provided in Section 2.13 of the Depositary or by a nominee of the Depositary Indenture, this Security may be transferred, in whole but not in part, only to the Depositary or another nominee of the Depositary or to a successor Depositary or its nomineeto a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Owners Ownership of beneficial interests in such a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders thereof for any purpose of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and no nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or will be made to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in definitive form) only if (i) the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Company Issuer that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been for such series is not appointed by the Company Issuer within ninety (90) 90 days after it the Issuer receives such notice or becomes aware of such cessationcondition, (ii) as the Company in its sole discretioncase may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the procedures Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the DepositaryGlobal Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, determines that such in authorized denominations, the Global Security shall be so exchangeablecancelled by the Trustee. In addition, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) if an Event of Default with respect to the Securities of a series has occurred and is continuing with respect and a beneficial owner of any such Security requests that its beneficial interest therein be issued as a certificated Security, the Issuer will execute and, subject to Section 2.08, the Trustee will authenticate and deliver Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Notes. Any principal amount of the Global Security that is exchangeable of such series corresponding to such beneficial owner’s beneficial interest in such Global Security. Securities in definitive registered form issued in exchange for all or part of the Global Security pursuant to the preceding sentence this Section 2.13 shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary shall directfor delivery to the Persons in whose names such Securities are so registered.

Global Securities. The Series A Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be issued initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series A Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Series A Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Series 2018A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. The Series 2018A Notes will be initially issued pursuant to an exemption or exemptions from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”). Beneficial interests in the Series 2018A Notes offered and sold to “qualified institutional buyers” (as defined in Rule 144A under the 1933 Act) in reliance upon Rule 144A under the 1933 Act shall be represented by one or more separate Global Securities (each, a “Rule 144A Global Note”). Each Rule 144A Global Note shall bear the Rule 144A legend in substantially the form set forth in Exhibit A hereto (the “Rule 144A Legend”). Beneficial interests in the Series 2018A Notes offered and sold to purchasers outside of the United States pursuant to Regulation S under the 1933 Act shall be represented by one or more separate Global Securities (each, a “Regulation S Global Note”) and shall bear the Regulation S legend in substantially the form set forth in Exhibit A hereto (the “Regulation S Legend”). Except under the limited circumstances described below, Series 2018A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2018A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2018A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2018A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2018A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2018A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The 2019 Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2019 Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, 2019 Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2019 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for 2019 Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the 2019 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2019 Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The 6.000% Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be issued initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust CompanyDTC) or its nominee. Except under the limited circumstances described below, 6.000% Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, 6.000% Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 6.000% Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. For the avoidance of doubt, where this Seventeenth Supplemental Indenture or the 6.000% Senior Notes provide for notice of any event or any other communication to a Holder, such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary (or its designee), including by electronic mail in accordance with accepted practices at the Depositary. A Global Security shall be exchangeable for 6.000% Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 6.000% Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Series 2011A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2011A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2011A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2011A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2011A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct.Series

Global Securities. The Series 2023D Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023D Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2023D Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023D Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2023D Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2023D Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023D Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold This Section 3.05(a) shall apply to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”)unless otherwise specified, and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with as contemplated by Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee3.01. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Each Global Security will not be considered the Holders thereof for any purpose in registered form authenticated under the Indenture, and no Global Security representing a Note this Capital Securities Indenture shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary designated for such Global Security or its a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall constitute a single Capital Security for all purposes of this Capital Securities Indenture. With respect to Global Securities in registered form, unless the Global Security is presented by an authorized representative of the Holder to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of a nominee of the Holder and any payment is made to such nominee, any transfer, pledge or other use of the Global Security in registered form for value or otherwise shall be exercised wrongful since the registered owner of such Global Security, the nominee of the Holder, has an interest in such Global Security. Except as otherwise specified as contemplated by Section 3.01 hereof, any Global Security shall be exchangeable for definitive Capital Securities only through the Depositaryas provided in this paragraph. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) pursuant to this Section only if (i) if the relevant Depositary notifies the Company Trustee that it is unwilling or unable to continue to act as Depositary and a Depositary for such Global Security and no successor Depositary shall have been depositary is not appointed by the Company Trustee within ninety (90) 120 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) if, in the event of a winding-up of the Company, the Company in its sole discretion, and subject fails to make a payment on the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, Capital Securities when due or (iii) an Event at any time if the Company at its option and in its sole discretion determines that the Global Securities of Default has occurred and is continuing with respect to the Notesa particular series should be exchanged for definitive Capital Securities of that series in registered form. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for, unless otherwise specified or contemplated by Section 3.01, definitive Capital Securities in registered form only bearing Payments (if any) at the same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from which interest shall accrue, the same Payment Dates or manner of determination of such Payment Dates, redemption provisions, if any, specified currency and other terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive Capital Securities in registered form shall be registered in the names of the owners of the beneficial interests in such Global Securities as such names are from time to time provided by the Holder to the Trustee. Any Global Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as contemplated by Section 3.01, shall be exchangeable for Notes Capital Securities issuable in authorized denominations of a like aggregate principal amount and tenor. No Global Security in registered form may be transferred except as a whole by the Holder to a nominee of the Holder or by the Holder or any such nominee to a successor of the Holder or a nominee of such successor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to receive physical delivery of Capital Securities in definitive form and will not be considered the holders thereof for any purpose under this Capital Securities Indenture. In the event that a Global Security is surrendered for redemption or exchange for Dollar Preference Shares or Exchange Securities in part pursuant to Section 11.07 or Section 13.05, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed or unexchanged portion of the principal of the Global Security so surrendered. The Agent Members and any beneficial owners shall have no rights under this Capital Securities Indenture with respect to any Global Security held on their behalf by a Holder, and such Holder may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Holder or impair, as between any such Holder or other clearance service and its Agent Members and Holders the operation of customary practices governing the exercise of the rights of a holder of any security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Capital Securities Indenture. In connection with any exchange of interests in a Global Security for definitive Capital Securities of another authorized form, as provided in this subsection 3.05(a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Capital Securities in aggregate principal amount equal to the principal amount of such Global Security or the portion to be exchanged, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Holder to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Capital Securities without charge (unless the definitive Capital Securities in registered form are to be issued to an Excepted Person (as defined in Section 13.10) in which case the Company or Trustee may require payment of any taxes or governmental charges arising) and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of definitive Capital Securities of authorized denominations as the portion of such Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this Section 3.05 shall be exchangeable for Capital Securities issuable in the denominations specified as contemplated by Section 3.01 and registered in such names as the Depositary Holder of such Global Security shall direct. If a definitive Capital Security in registered form is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant Payment Date, Payments will not be payable on such Payment Date in respect of such definitive Capital Security, but will be payable on such Payment Date only to the person to whom Payments in respect of such portion of such Global Security are payable. A Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Capital Securities Indenture with respect to the Capital Securities.

Global Securities. The Series A Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Series A Senior Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series A Senior Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Series A Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Series A Senior Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Series A Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Depositary shall direct. Redemption . The Series A Senior Notes are redeemable, in whole or in part, at any time and from time to time on or after the first Business Day after the date that is six months following the Original Issue Date, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the Series A Senior Notes then outstanding to be so redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Unless the Company defaults in the payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Series A Senior Notes or portions thereof called for redemption. In the event of the redemption of the Series A Senior Notes in part only, a new Series A Senior Note or Notes for the unredeemed portion will be issued in the name or names of the Holders thereof upon surrender thereof. Notices of redemption shall be mailed, not less than twenty (20) nor more than sixty (60) days prior to the Redemption Date, by first-class mail to each Holder of Series A Senior Notes to be redeemed at its registered address, or delivered electronically to the e-mail address, if any, provided to the Security Registrar by the Holder for such purpose.

Global Securities. The Notes offered and sold This Section 305(a) shall apply to QIBs Global Securities unless otherwise specified, as contemplated by Section 301. Notwithstanding anything in transactions not involving this Indenture to the contrary, unless issued in compliance with United States Treasury Regulations Section 1.163-5(c)(2)(i)(D) ("Non-Fungible Bearer Securities"), such securities ("Fungible Bearer Securities") will be represented by a public offeringGlobal Security deposited with the Book-Entry Depositary which, exempt from registration under pursuant to the Securities Act, intended Depositary Agreement and an agreement to be allowed entered into between DTC and the Book-Entry Depositary (the "DTC Agreement"), will issue to be resold in reliance on Rule 144A will be initially issued DTC in the form City of New York one or more Global Securities certificateless depositary interests (which together represent a 100% interest in the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case ) registered in the name of the Depositary (which shall be The Depository Trust Company) DTC or its nominee. Except under Pursuant to the limited circumstances described belowterms of the DTC Agreement, Notes represented by such Global Securities DTC will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form operate a book-entry system for the securities registered in names other than the Depositary or its nomineename. The Global Securities described above may not be transferred except Except as otherwise specified as contemplated by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for Section 301 hereof, any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised exchangeable for definitive Securities only through the Depositaryas provided in this paragraph. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) pursuant to this Section only if (i) if the Depositary Book-Entry Depositary, if any, notifies the Company Issuer, the Guarantor and the Trustee in writing that it is unwilling or unable to continue to act as Book-Entry Depositary and a successor Book-Entry Depositary for such Global Security and no successor Depositary shall have been is not appointed by the Company Issuer or the Guarantor within ninety (90) 120 days of receipt by the Company of such notification, (ii) if DTC notifies the Book-Entry Depositary that it is unwilling or unable to continue to hold the certificateless depositary interests issued by the Book-Entry Depositary with respect to the Global Securities, or if at any time the Depositary DTC is unable to or ceases to be a clearing agency registered under the Exchange Act at and a time when successor to DTC registered under the Depositary Exchange Act is required to be so registered to act as such Depositary and no successor Depositary shall have been not appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) Book-Entry Depositary at the Company in its sole discretion, and subject to the procedures written request of the DepositaryIssuer or the Guarantor within 120 days, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) upon the occurrence of an Event of Default has occurred under the Securities of such series upon the request of the holder of a Book-Entry Interest or (iv) at any time if the Issuer at its option and is continuing with respect to in its sole discretion determines that the NotesGlobal Securities of a particular series should be exchanged (in whole but not in part) for definitive Registered Securities of that series. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for, unless otherwise specified or contemplated by Section 301, definitive Registered Securities bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from which such interest shall accrue, the same Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest Payment Dates, redemption provisions, if any, specified currency and other terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive Registered Securities shall be registered in the names of the owners of the beneficial interests in such Global Securities as such names are from time to time provided, in the case of Global Securities with respect to which a corresponding certificateless depositary interest is held by DTC, by the relevant Agent Members holding interests in such Global Securities (as the names of such Agent Members are provided to the Issuer from time to time by DTC) and, in all other cases, by the Holder, to the Trustee. Global Securities which are Fungible Bearer Securities shall only be exchangeable for Notes definitive Registered Securities. Any Global Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as contemplated by Section 301, shall be exchangeable for Securities issuable in authorized denominations of a like aggregate principal amount and tenor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to receive physical delivery of Securities in definitive form and will not be considered the holders thereof for any purpose under this Indenture. In the event that a Global Security is surrendered for redemption in part pursuant to Section 1107, either (i) the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered or (ii) the Trustee shall endorse Schedule A to such Global Security to reflect the reduction in the principal amount at maturity of such Global Security as a result of such redemption. The Agent Members, DTC and any beneficial owners shall have no rights under this Indenture with respect to any Global Security held on their behalf by a Holder, or in relation to which they hold, directly or indirectly, Book-Entry Interests, and such Holder shall be treated by the Issuer, the Guarantor, the Trustee, and any agent of the Issuer, the Guarantor or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Guarantor, the Trustee, or any agent of the Issuer, the Guarantor or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Holder or impair, as between DTC or another clearing agency and its Agent Members and Holders, the operation of customary practices governing the exercise of the rights of a holder of any security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. In connection with any exchange of interests in a Global Security for definitive Securities of another authorized form, as provided in this subsection (a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Issuer shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such Global Security or the portion to be exchanged executed by the Issuer. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Holder to the Trustee, as the Issuer's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations as the portion of such Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this Section 305 shall be exchangeable for Securities issuable in the denominations specified as contemplated by Section 301 and registered in such names as the Depositary Holder of such Global Security shall direct. If a definitive Registered Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such definitive Registered Security, but will be payable on such Interest Payment Date only to the person to whom payments of interest in respect of such portion of such Global Security are payable. DTC may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture with respect to the Securities.

Global Securities. The Notes offered and sold to QIBs Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositaryconstitute a single Security for all purposes of this Indenture. A Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Securities distributed to holders of Book-Entry Preferred Securities (iiias defined in the applicable Trust Agreement) an Event upon the dissolution of Default has occurred the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and is continuing deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Series D Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series D Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series D Senior Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series D Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Series D Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Series D Senior Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Series D Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series D Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to shall initially be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of a nominee of the Depositary (which shall be The Depository Trust Company) or its nomineeDepositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities will shall not be exchangeable for, and will shall not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of nominee or by the Depositary or its any such nominee or to a successor Depositary or its a nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Global Security shall be exercised only through Securities are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary. A , a Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company Trustee and the Issuer that it is unwilling no longer willing or unable able to continue properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days of receipt by the Company Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, Issuer executes and subject delivers to the procedures of Trustee an Issuer Order stating that the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the NotesGlobal Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered as provided in such names as the Depositary shall directBase Indenture.

Global Securities. The Series 2024A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2024A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2024A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2024A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2024A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 calendar days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2024A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2024A Notes registered in such names as the Depositary shall direct. At such time as all interests in a Global Security have been converted, canceled, purchased or transferred, such Global Security shall be, upon receipt thereof, canceled by the Trustee in accordance with applicable procedures of the Depositary and the Trustee, in its capacity as custodian for the Depositary. At any time prior to such cancellation, if any interest in a Global Security is exchanged for Certificated Notes, converted, canceled, purchased or transferred to a transferee who receives Certificated Notes therefor or any Certificated Note is exchanged or transferred for part of such Global Security, the principal amount of such Global Security shall, in accordance with the applicable procedures of the Depositary and the Trustee, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Security, by the Trustee, to reflect such reduction or increase. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series 2022A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2022A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2022A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2022A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2022A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2022A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2022A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to shall initially be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of a nominee of the Depositary (which shall be Common Depositary. The Depository Trust Company) or its nomineeCompany will deposit the Global Securities with the Common Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities will shall not be exchangeable for, and will shall not otherwise be issuable as, Notes in definitive form registered in names other than form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or its nomineeother agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of nominee or by the Depositary or its any such nominee or to a successor Depositary or its a nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security shall be exercised only through representing the Depositary. A Global Security Notes shall be exchangeable for Notes registered in the names of persons Persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company Trustee and the Issuer in writing that it is unwilling no longer willing or unable able to continue properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days of receipt by the Company Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, Issuer executes and subject delivers to the procedures of Trustee an Issuer Order stating that the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notessuch Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes registered it represents, as provided in such names as the Depositary shall directOriginal Indenture.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Companya) or its nominee. Except under the limited circumstances described below, Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners (b) Except as otherwise provided in this First Supplemental Indenture, owners of beneficial interests in such a Global Security Securities will not be considered the Holders holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders holders of such Global Security Securities shall be exercised only through the Depositary. (c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, Senior Notes or if at any time the Depositary ceases shall no longer be registered or in good standing as a “clearing agency” registered pursuant to be a clearing agency registered under the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a such time when as the Depositary is required to be so registered to act as such and the Depositary and no so notifies the Company and, in each case, the Company does not appoint a successor Depositary shall have been appointed by within 90 days after the Company within ninety (90) days after it receives such notice or becomes aware of such cessationcondition, as the case may be, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an any Event of Default or Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant Senior Notes or (iii) subject to the preceding sentence procedures of the Depositary, the Company in its sole discretion determines that the Senior Notes shall be exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the Security Registrar a written order of the Company providing that the Senior Notes shall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in minimum denominations of $25, or any integral multiples of $25 in excess thereof (or in units, each unit representing $25), and be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in such names as their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the Depositary shall direct.holders thereof for any purpose under the Indenture. None

Global Securities. The 2023 Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2023 Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, 2023 Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2023 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for 2023 Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the 2023 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2023 Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The 2021 Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2021 Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, 2021 Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2021 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for 2021 Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the 2021 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2021 Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to shall initially be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of a nominee of the Depositary (which shall be The Depository Trust Company) or its nomineeDepositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities will shall not be exchangeable for, and will shall not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of nominee or by the Depositary or its any such nominee or to a successor Depositary or its a nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary. A , a Global Security shall be exchangeable for the Notes registered in the names of persons Persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company Trustee and the Issuer that it is unwilling no longer willing or unable able to continue properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days of receipt by the Company Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, Issuer executes and subject delivers to the procedures of Trustee an Issuer Order stating that the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the NotesGlobal Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes registered as provided in such names as the Depositary shall directOriginal Indenture.

Global Securities. The 3.450% Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be issued initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust CompanyDTC) or its nominee. Except under the limited circumstances described below, 3.450% Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, 3.450% Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 3.450% Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a [[5628593]] successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. For the avoidance of doubt, where this Sixteenth Supplemental Indenture or the 3.450% Senior Notes provide for notice of any event or any other communication to a Holder, such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary (or its designee), including by electronic mail in accordance with accepted practices at the Depositary. A Global Security shall be exchangeable for 3.450% Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 3.450% Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Series 2023C Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023C Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2023C Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023C Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2023C Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2023C Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023C Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series C Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series C Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series C Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series C Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series C Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series C Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series C Notes registered in such names as the Depositary shall direct.

Global Securities. The Each series of Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to shall initially be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of a nominee of the Depositary (which shall be The Depository Trust Company) or its nomineeDepositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities will shall not be exchangeable for, and will shall not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of nominee or by the Depositary or its any such nominee or to a successor Depositary or its a nominee or except as described below. The rights of Holders of such Global successor Depositary, unless and until this Security shall be exercised only through is exchanged in whole or in part for Securities in definitive form. Subject to the procedures of the Depositary. A , a Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company Trustee and the Issuer that it is unwilling no longer willing or unable able to continue properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days of receipt by the Company Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, Issuer executes and subject delivers to the procedures of Trustee an Issuer Order stating that the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the NotesGlobal Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered as provided in such names as the Depositary shall directOriginal Indenture.

Global Securities. The Series B Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be issued initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series B Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series B Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series B Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Series B Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion, discretion and subject to the procedures of the Depositary, Depositary determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series B Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Series 2023A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2023A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2023A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 calendar days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2023A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023A Notes registered in such names as the Depositary shall direct. At such time as all interests in a Global Security have been converted, canceled, purchased or transferred, such Global Security shall be, upon receipt thereof, canceled by the Trustee in accordance with applicable procedures of the Depositary and the Trustee, in its capacity as custodian for the Depositary. At any time prior to such cancellation, if any interest in a Global Security is exchanged for Certificated Notes, converted, canceled, purchased or transferred to a transferee who receives Certificated Notes therefor or any Certificated Note is exchanged or transferred for part of such Global Security, the principal amount of such Global Security shall, in accordance with the applicable procedures of the Depositary and the Trustee, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Security, by the Trustee, to reflect such reduction or increase. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series A Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be issued initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series A Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series A Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to shall initially be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of a nominee of the Depositary (which shall be The Depository Trust Company) or its nomineeDepositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities will shall not be exchangeable for, and will shall not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of nominee or by the Depositary or its any such nominee or to a successor Depositary or its a nominee or except as described below. The rights of Holders of such Global successor Depositary, unless and until this Security shall be exercised only through is exchanged in whole or in part for Securities in definitive form. Subject to the procedures of the Depositary. A , a Global Security shall be exchangeable for the Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company Trustee and the Issuer that it is unwilling no longer willing or unable able to continue properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days of receipt by the Company Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, Issuer executes and subject delivers to the procedures of Trustee an Issuer Order stating that the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the NotesGlobal Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes registered as provided in such names as the Depositary shall directOriginal Indenture.

Global Securities. The 2026 Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2026 Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, 2026 Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2026 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for 2026 Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the 2026 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2026 Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series 2023B Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023B Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2023B Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2023B Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2023B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023B Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series 2017A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2017A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2017A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2017A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2017A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2017A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2017A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold This Section 305(a) shall apply to QIBs Global Securities unless otherwise specified, as contemplated by Section 301. Notwithstanding anything in transactions not involving this Indenture to the contrary, unless issued in compliance with United States Treasury Regulations Section 1.163-5(c)(2)(i)(D) ("Non-Fungible Bearer Securities"), such securities ("Fungible Bearer Securities") will be represented by a public offeringGlobal Security deposited with the Book-Entry Depositary which, exempt from registration under the Securities Act, intended pursuant to an agreement to be allowed entered into between DTC and the Book-Entry Depositary (the "DTC Agreement"), will issue to be resold in reliance on Rule 144A will be initially issued DTC in the form City of New York one or more Global Securities certificateless depositary interests (which together represent a 100% interest in the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case ) registered in the name of the Depositary (which shall be The Depository Trust Company) DTC or its nominee. Except under Pursuant to the limited circumstances described belowterms of the DTC Agreement, Notes represented by such Global Securities DTC will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form operate a book-entry system for the securities registered in names other than the Depositary or its nomineename. The Global Securities described above may not be transferred except Except as otherwise specified as contemplated by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for Section 301 hereof, any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised exchangeable for definitive Securities only through the Depositaryas provided in this paragraph. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) pursuant to this Section only if (i) if the Depositary Book-Entry Depositary, if any, notifies the Company Issuer, the Guarantor and the Trustee in writing that it is unwilling or unable to continue to act as Book-Entry Depositary and a successor Book-Entry Depositary for such Global Security and no successor Depositary shall have been is not appointed by the Company Issuer or the Guarantor within ninety (90) 120 days of receipt by the Company of such notification, (ii) if DTC notifies the Book-Entry Depositary that it is unwilling or unable to continue to hold the certificateless depositary interests issued by the Book-Entry Depositary with respect to the Global Securities, or if at any time the Depositary DTC is unable to or ceases to be a clearing agency registered under the Exchange Act at and a time when successor to DTC registered under the Depositary Exchange Act is required to be so registered to act as such Depositary and no successor Depositary shall have been not appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) Book-Entry Depositary at the Company in its sole discretion, and subject to the procedures written request of the DepositaryIssuer or the Guarantor within 120 days, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) upon the occurrence of an Event of Default has occurred under the Securities of such series upon the request of the holder of a Book-Entry Interest or (iv) at any time if the Issuer at its option and is continuing with respect to in its sole discretion determines that the NotesGlobal Securities of a particular series should be exchanged (in whole but not in part) for definitive Registered Securities of that series. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for, unless otherwise specified or contemplated by Section 301, definitive Registered Securities bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from which such interest shall accrue, the same Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest Payment Dates, redemption provisions, if any, specified currency and other terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive Registered Securities shall be registered in the names of the owners of the beneficial interests in such Global Securities as such names are from time to time provided, in the case of Global Securities with respect to which a corresponding certificateless depositary interest is held by DTC, by the relevant Agent Members holding interests in such Global Securities (as the names of such Agent Members are provided to the Issuer from time to time by DTC) and, in all other cases, by the Holder, to the Trustee. Global Securities which are Fungible Bearer Securities shall only be exchangeable for Notes definitive Registered Securities. Any Global Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as contemplated by Section 301, shall be exchangeable for Securities issuable in authorized denominations of a like aggregate principal amount and tenor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to receive physical delivery of Securities in definitive form and will not be considered the holders thereof for any purpose under this Indenture. In the event that a Global Security is surrendered for redemption in part pursuant to Section 1107, either (i) the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered or (ii) the Trustee shall endorse Schedule A to such Global Security to reflect the reduction in the principal amount at maturity of such Global Security as a result of such redemption. The Agent Members, DTC and any beneficial owners shall have no rights under this Indenture with respect to any Global Security held on their behalf by a Holder, or in relation to which they hold, directly or indirectly, Book-Entry Interests, and such Holder shall be treated by the Issuer, the Guarantor, the Trustee, and any agent of the Issuer, the Guarantor or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Guarantor, the Trustee, or any agent of the Issuer, the Guarantor or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Holder or impair, as between DTC or another clearing agency and its Agent Members and Holders, the operation of customary practices governing the exercise of the rights of a holder of any security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. In connection with any exchange of interests in a Global Security for definitive Securities of another authorized form, as provided in this subsection (a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Issuer shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such Global Security or the portion to be exchanged executed by the Issuer. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Holder to the Trustee, as the Issuer's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations as the portion of such Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this Section 305 shall be exchangeable for Securities issuable in the denominations specified as contemplated by Section 301 and registered in such names as the Depositary Holder of such Global Security shall direct. If a definitive Registered Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such definitive Registered Security, but will be payable on such Interest Payment Date only to the person to whom payments of interest in respect of such portion of such Global Security are payable. DTC may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture with respect to the Securities.

Global Securities. The Series 2007C Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2007C Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2007C Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2007C Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2007C Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2007C Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2007C Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security, for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any delay in exercising the option to extend the maturity of an Extendible Note.

Global Securities. The Series 2023E Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023E Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2023E Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023E Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2023E Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2023E Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023E Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series 2022B Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2022B Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2022B Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2022B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2022B Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2022B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2022B Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series 2014B Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2014B Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2014B Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2014B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2014B Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2014B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2014B Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series A Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series A Senior Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Series A Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Series A Senior Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Series A Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The 2018 Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2018 Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, 2018 Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2018 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for 2018 Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the 2018 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2018 Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series 2017B Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2017B Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2017B Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2017B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2017B Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2017B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2017B Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series B Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Common Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series B Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series B Senior Notes in definitive form registered in names other than the Common Depositary or its nominee. The Global Securities described above may not be transferred except by the Common Depositary to a nominee of the Common Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or to a successor Common Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series B Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Common Depositary or its nominee or to a successor Common Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Common Depositary. A Global Security shall be exchangeable for Series B Senior Notes registered in the names of persons other than the Common Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary Clearstream, Euroclear or any successor thereto notifies the Company that it is unwilling no longer willing or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered able to act as such Depositary and no successor Depositary shall have been appointed by a clearing system for the Company within ninety (90) days after it becomes aware of such cessationGlobal Securities, or (ii) the Company determines, in its sole discretion, not to have the Series B Senior Notes represented by a Global Security. Certificated Notes issued in exchange for Global Securities, any beneficial interest therein or any portion thereof shall be registered in the names, and subject to the procedures issued in any approved denominations, requested by or on behalf of the Depositary, determines that such Global Security shall be so exchangeable, Common Depositary (in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing accordance with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directits customary procedures).

Global Securities. The 2036 Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2036 Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, 2036 Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2036 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for 2036 Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the 2036 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2036 Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The 2046 Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, 2046 Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, 2046 Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 2046 Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for 2046 Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the 2046 Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2046 Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series 2021B Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2021B Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2021B Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2021B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2021B Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2021B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2021B Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series 2016A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2016A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2016A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2016A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2016A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2016A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2016A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series 2014A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2014A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2014A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2014A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2014A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2014A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2014A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Each series of the Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to shall initially be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of a nominee of the Depositary (which shall be The Depository Trust Company) or its nomineeDepositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities will shall not be exchangeable for, and will shall not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of nominee or by the Depositary or its any such nominee or to a successor Depositary or its a nominee or except as described below. The rights of Holders of such successor Depositary, unless and until the Notes are exchanged in whole or in part for Notes in definitive form. Subject to the procedures of the Depositary, a Global Security shall be exercised only through representing the Depositary. A Global Security Notes of either series shall be exchangeable for Notes of such series registered in the names of persons Persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company Trustee and the Issuer that it is unwilling no longer willing or unable able to continue properly discharge its responsibilities as a Depositary for such Global Security and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days of receipt by the Company Issuer of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no qualified successor Depositary shall have been appointed by the Company Issuer within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, Issuer executes and subject delivers to the procedures of Trustee an Issuer Order stating that the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered Issuer elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to the Notessuch Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for the Notes registered it represents, as provided in such names as the Depositary shall directOriginal Indenture.

Global Securities. The Series 2013A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2013A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2013A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2013A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2013A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2013A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2013A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.