Common use of Rule 144A Global Notes and Regulation S Global Notes Clause in Contracts

Rule 144A Global Notes and Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the Trustee to the schedule of increases or decreases in the Global Note, in connection with transfers of interest as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Regulation S Temporary Global Note, which will Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), ) as custodian for the DepositaryDTC, and registered in the name of the Depositary or the Cede & Co., as nominee of the Depositary DTC, for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that, during the 40-day “distribution compliance period” (as such term is defined in Rule 902 of Regulation S under the Securities Act), the Regulation S Global Notes will initially be credited within DTC for the accounts of Clearstream or Euroclear. Following After the termination of the Restricted Period40-day distribution compliance period ends, beneficial investors may also hold their interests in the permanent Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Notethrough organizations other than Clearstream or Euroclear that are DTC participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made by the Trustee Registrar on Schedule A to the schedule of increases or decreases Regulation S Global Notes and recorded in the Global Noteregister maintained by the Registrar, in connection with transfers of interest as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A heretoA, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will each substantially in the form of Exhibit A-1 (with respect to 2021 May Notes), Exhibit A-2 (with respect to 2021 September Notes), Exhibit A-3 (with respect to 2025 Notes) or Exhibit A-4 (with respect to 2028 Notes) hereto, with such applicable legends as are provided in Exhibit A-1 (with respect to 2021 May Notes), Exhibit A-2 (with respect to 2021 September Notes), Exhibit A-3 (with respect to 2025 Notes) or Exhibit A-4 (with respect to 2028 Notes) except as otherwise permitted herein. Such Regulation S Temporary Global Note shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the Trustee to the schedule of increases or decreases in the Global Note, in connection with transfers of interest as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A A-1 (with respect to 2021 May Notes), Exhibit A-2 (with respect to 2021 September Notes), Exhibit A-3 (with respect to 2025 Notes) or Exhibit A-4 (with respect to 2028 Notes) hereto, with such applicable legends as are provided in Exhibit A heretoA-1 (with respect to 2021 May Notes), Exhibit A-2 (with respect to 2021 September Notes), Exhibit A-3 (with respect to 2025 Notes) or Exhibit A-4 (with respect to 2028 Notes) except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Regulation S Temporary Global Note, which will Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), ) as custodian for the DepositaryDTC, and registered in the name of the Depositary or the Cede & Co., as nominee of the Depositary DTC, for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Issuer Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. Following the termination of ; provided that, during the Restricted Period, beneficial the Regulation S Global Notes will initially be credited within DTC for the accounts of Clearstream or Euroclear. After the Restricted Period ends, investors may also hold their interests in the permanent Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Notethrough organizations other than Clearstream or Euroclear that are DTC participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made by the Trustee Registrar on Schedule A to the schedule of increases or decreases Regulation S Global Notes and recorded in the Global Noteregister maintained by the Registrar, in connection with transfers of interest as hereinafter provided. This Section 2.01(b) shall be subject to the provisions described in Section 2.06(i). Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A heretoA, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Issuer Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Regulation S Temporary Global Note, which will Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), ) as custodian for the DepositaryDTC, and registered in the name of the Depositary or the Cede & Co., as nominee of the Depositary DTC, for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Initial Issuer or the Issuers, as the case may be, and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that, during the 40-day “distribution compliance period” (as such term is defined in Rule 902 of Regulation S under the Securities Act), the Regulation S Global Notes will initially be credited within DTC for the accounts of Clearstream or Euroclear. Following After the termination of the Restricted Period40-day distribution compliance period ends, beneficial investors may also hold their interests in the permanent Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Notethrough organizations other than Clearstream or Euroclear that are DTC participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made by the Trustee Registrar on Schedule A to the schedule of increases or decreases Regulation S Global Notes and recorded in the Global Noteregister maintained by the Registrar, in connection with transfers of interest as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A heretoA, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Initial Issuer or the Issuers, as the case may be, and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Regulation S Temporary Global Note, which will Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), ) as custodian for the DepositaryDTC, and registered in the name of the Depositary or the Cede & Co., as nominee of the Depositary DTC, for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that, during the 40-day “distribution compliance period” (as such term is defined in Rule 902 of Regulation S), the Regulation S Global Notes will initially be credited within DTC for the accounts of Euroclear and Clearstream. Following After the termination of the Restricted Period40-day distribution compliance period ends, beneficial investors may also hold their interests in the permanent Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global NoteNotes through organizations other than Clearstream or Euroclear that are DTC participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made by the Trustee Registrar on Schedule A to the schedule of increases or decreases Regulation S Global Notes and recorded in the Global Noteregister maintained by the Registrar, in connection with transfers of interest as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. Euro Notes offered and sold in reliance on Regulation S will within the United States to QIBs pursuant to Rule 144A under the U.S. Securities Act shall be issued initially in the form of the Regulation S Temporary a Euro Rule 144A Global Note, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Common Depositary for the accounts of designated agents holding on behalf of Euroclear or and Clearstream, duly executed by the Issuer and authenticated by the Trustee Trustee, or an Authenticating Agent, as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Euro Rule 144A Global Note may from time to time be increased or decreased by adjustments made by the Trustee on Schedule A to the schedule of increases or decreases in the each such Global Note, in connection with transfers of interest as hereinafter provided. Dollar Notes offered and sold within the United States to QIBs in reliance on pursuant to Rule 144A under the U.S. Securities Act shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “a Dollar Rule 144A Global Notes”) Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian Custodian for DTC, and registered in the name of Cede & Co., as the nominee of DTC, for the accounts of DTC, duly executed by the Issuer and authenticated by the Trustee Trustee, or the an Authenticating Agent Agent, as hereinafter provided. The aggregate principal amount of the Dollar Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A each such Global Note, as hereinafter provided. Euro Notes offered and recorded sold in reliance on Regulation S shall be issued initially in the register maintained form of a Euro Regulation S Global Note, which shall be deposited with the Common Depositary for Euroclear and Clearstream, duly executed by the RegistrarIssuer and authenticated by the Trustee, or an Authenticating Agent, as hereinafter provided. The aggregate principal amount of the Euro Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Dollar Regulation S Global Note, which shall be deposited with the Custodian for DTC, and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Issuer and authenticated by the Trustee, or an Authenticating Agent, as hereinafter provided. The aggregate principal amount of the Dollar Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. LEGAL_EU # 16733244.6 Notes offered and sold in reliance on Regulation S will shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Regulation S Temporary Global Note, which will Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), ) as custodian for the DepositaryDTC, and registered in the name of the Depositary or the Cede & Co., as nominee of the Depositary DTC, for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that, during the 40-day “distribution compliance period” (as such term is defined in Rule 902 of Regulation S under the Securities Act), the Regulation S Global Notes will initially be credited within DTC for the accounts of Clearstream or Euroclear. Following After the termination of the Restricted Period40-day distribution compliance period ends, beneficial investors may also hold their interests in the permanent Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Notethrough organizations other than Clearstream or Euroclear that are DTC participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made by the Trustee Registrar on Schedule A to the schedule of increases or decreases Regulation S Global Notes and recorded in the Global Noteregister maintained by the Registrar, in connection with transfers of interest as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A heretoA, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Regulation S Temporary Global Note, which will Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), ) as custodian for the DepositaryDTC, and registered in the name of the Depositary or the Cede & Co., as nominee of the Depositary DTC, for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Issuer Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that, during the 40-day “distribution compliance period” (as such term is defined in Rule 902 of Regulation S under the Securities Act), the Regulation S Global Notes will initially be credited within DTC for the accounts of Clearstream or Euroclear. Following After the termination of the Restricted Period40-day distribution compliance period ends, beneficial investors may also hold their interests in the permanent Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Notethrough organizations other than Clearstream or Euroclear that are DTC participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made by the Trustee Registrar on Schedule A to the schedule of increases or decreases Regulation S Global Notes and recorded in the Global Noteregister maintained by the Registrar, in connection with transfers of interest as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A heretoA, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Issuer Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. Euro Notes offered and sold in reliance on Regulation S will within the United States to QIBs pursuant to Rule 144A under the U.S. Securities Act shall be issued initially in the form of the Regulation S Temporary a Euro Rule 144A Global Note, which will shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), as custodian for the Depositary, Common Depositary and registered in the its nominee name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or and Clearstream, duly executed by the Issuer and authenticated by the Trustee Trustee, or an Authenticating Agent, as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Euro Rule 144A Global Note may from time to time be increased or decreased by adjustments made by the Trustee on Schedule A to the schedule of increases or decreases in the each such Global Note, in connection with transfers of interest as hereinafter provided. Dollar Notes offered and sold within the United States to QIBs in reliance on pursuant to Rule 144A under the U.S. Securities Act shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “a Dollar Rule 144A Global Notes”) Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian Custodian for DTC, and registered in the name of Cede & Co., as the nominee of DTC, for the accounts of DTC, duly executed by the Issuer and authenticated by the Trustee Trustee, or the an Authenticating Agent Agent, as hereinafter provided. The aggregate principal amount of the Dollar Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A each such Global Note, as hereinafter provided. Euro Notes offered and recorded sold in reliance on Regulation S shall be issued initially in the register maintained form of a Euro Regulation S Global Note, which shall be deposited with the Common Depositary and registered in its nominee name for Euroclear and Clearstream, duly executed by the RegistrarIssuer and authenticated by the Trustee, or an Authenticating Agent, as hereinafter provided. The aggregate principal amount of the Euro Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Dollar Regulation S Global Note, which shall be deposited with the Custodian for DTC, and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Issuer and authenticated by the Trustee, or an Authenticating Agent, as hereinafter provided. The aggregate principal amount of the Dollar Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Regulation S Temporary Global Note, which will Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), ) as custodian for the DepositaryDTC, and registered in the name of the Depositary or the Cede & Co., as nominee of the Depositary DTC, for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that, during the 40-day “distribution compliance period” (as such term is defined in Rule 902 of Regulation S under the Securities Act), the Regulation S Global Notes will initially be credited within DTC for the accounts of Clearstream or Euroclear. Following After the termination of the Restricted Period40-day distribution compliance period ends, beneficial investors may also LEGAL_EU # 16733244.6 hold their interests in the permanent Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Notethrough organizations other than Clearstream or Euroclear that are DTC participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made by the Trustee Registrar on Schedule A to the schedule of increases or decreases Regulation S Global Notes and recorded in the Global Noteregister maintained by the Registrar, in connection with transfers of interest as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A heretoA, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.

Rule 144A Global Notes and Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the Trustee to the schedule of increases or decreases in the Global Note, in connection with transfers of interest as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.. (d)

Rule 144A Global Notes and Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Regulation S Temporary Global Note, which will Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian), ) as custodian for the DepositaryDTC, and registered in the name of the Depositary or the Cede & Co., as nominee of the Depositary DTC, for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided that, during the 40-day “distribution compliance period” (as such term is defined in Rule 902 of Regulation S under the Securities Act), the Regulation S Global Notes will initially be credited within DTC for the accounts of Euroclear and Clearstream. Following After the termination of the Restricted Period40-day distribution compliance period ends, beneficial investors may also hold their interests in the permanent Regulation S Temporary Global Note will be automatically exchanged for beneficial interests in the Regulation S Permanent Global Note, with no further action by the Issuer, pursuant to the Applicable Procedures, on the first day following the expiry of the Restricted Period. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global NoteNotes through organizations other than Clearstream or Euroclear that are DTC participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made by the Trustee Registrar on Schedule A to the schedule of increases or decreases Regulation S Global Notes and recorded in the Global Noteregister maintained by the Registrar, in connection with transfers of interest as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Definitive Registered Notes or one or more Global Notes, each substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A heretoA, except as otherwise permitted herein. Such Notes in the form of Global Notes (the “Rule 144A Global Notes”) shall be deposited on behalf of the purchasers of the Notes represented thereby with the Registrar (or Notes Custodian) as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, for the accounts of DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Global Notes and recorded in the register maintained by the Registrar, as hereinafter provided.