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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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.

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 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 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 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 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 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 Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to Debentures shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the “Rule 144A Global Security”)aggregate principal amount of all of the Debentures not yet cancelled, and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will (ii) shall 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 or the nominee of such Depositary, (which iii) shall be The Depository Trust Company) delivered by the Trustee to such Depositary or its nominee. Except under the limited circumstances described below, Notes represented by pursuant to such Global Securities will not be exchangeable forDepositary's instruction, and will not otherwise be issuable as, Notes (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Debentures in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above form, this Debenture may not be transferred except as a whole by the Depositary to a the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated must, at the time of its nomineedesignation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. Owners of beneficial interests in such 7 Notwithstanding the Indenture, any Debentures represented by a Global Security will not may not, except as set forth below, be considered exchanged for a Debenture or Debentures having authorized denominations and an equal aggregate principal amount, upon surrender of Debentures to be exchanged at the Holders thereof for office of the Registrar. Notwithstanding any purpose under the other provision of this Twelfth Supplemental Indenture, unless and no until it is exchanged in whole or in part for Debentures in definitive registered form, a Global Security representing all or a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name part of the Debentures may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or its by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or its a nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the successor Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than If at any time the Depositary for the Debentures represented by one or its nominee (including notes issued in definitive form) only if (i) the Depositary more Global 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, Debentures or if at any time the Depositary ceases to for such Debentures shall no longer be eligible under this Twelfth Supplemental Indenture, the Company shall appoint 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 with respect to such Debentures. If a successor Depositary for such Debentures is not appointed by the Company within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessationineligibility, (ii) the Company's election that such Debentures be represented by one or more Global Securities shall no longer be effective and the Company shall execute, and the Trustee, upon receipt of instructions from the Company for the authentication and delivery of definitive Debentures, will authenticate and deliver Debentures in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Debentures in exchange for such Global Security or Securities. The Company may at any time and in its sole discretiondiscretion determine that the Debentures issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Company shall execute, and subject the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Debentures, shall authenticate and deliver, Debentures in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the procedures principal amount of the DepositaryGlobal Security or Securities representing such Debentures, determines that in exchange for 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 NotesSecurities. 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.8

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 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 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 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 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 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.