Common use of Non-Global Restricted Security to Global Security Clause in Contracts

Non-Global Restricted Security to Global Security. If the holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k) and clause (n) below. Upon receipt by the Trustee, as Registrar, of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Registrar, shall, subject to clause (n) below, cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amount.

Non-Global Restricted Security to Global Security. If the holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k) and clause (n) below. Upon receipt by the Trustee, as Registrar, of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Registrar, shall, subject to clause (n) below, cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amount.

Non-Global Restricted Security to Global Security. If the holder Holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any a portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, in each case, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k) and clause (n) belowSection 305(b)(vi). Upon receipt by (1) the Trustee, as Registrar, Depositary of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 accordance with the Applicable Procedures from an Agent Member directing the Trustee Depositary to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, in the case of any transfer pursuant to Regulation S, the Euroclear and Clearstream account for which such Agent Member's account is held, or if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (BC) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 Annex D-1 hereto, if the specified account is to be credited with a beneficial interest in the a Restricted Global Security, or Exhibit K-2 Annex D-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed given by or on behalf the holder of such Holderbeneficial interest, then and (2) the Trustee of (A) the Restricted Security to be so transferred, (B) the notification from the Depositary of the transaction described in (1) above and (C) the certificate described in (1)(C) above, the Trustee, as Security Registrar, shall, subject to clause (n) below, shall cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 305(a) and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amountamount as provided in Section 305(b)(iii). The Trustee shall not be required to accept for such registration of transfer or exchange any Restricted Security unless the Trustee and the Company are satisfied that such transfer or exchange is being effected in compliance with the restrictions on transfer as set forth in this Indenture and in such Security. In addition, in connection with a transfer of a Certificated Security by an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company and the Trustee such certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Non-Global Restricted Security to Global Security. If the holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (kiv) and clause (nvii) below. Upon receipt by the Trustee, as Registrar, of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 2.15 directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 I hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 i hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Registrar, shall, subject to clause (nvii) below, cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) thereof as provided in this Section 2.06 2.15 and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amount.

Non-Global Restricted Security to Global Security. If the holder Holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause paragraph (k) and clause (n) belowi). Upon receipt by the Trustee, as Registrar, of (A) such Restricted Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 G-1 hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 G-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Registrar, shall, subject to clause paragraph (nj) below, cancel such Restricted Security (and issue a new Restricted Security in respect of any untransferred portion thereof) as provided in this Section 2.06 and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amount.

Non-Global Restricted Security to Global Security. If the holder Holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any a portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, in each case, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k) and clause (n) belowSection 3.5(b)(vi). Upon receipt by (1) the Trustee, as Registrar, Depositary of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 accordance with the Applicable Procedures from an Agent Member directing the Trustee Depositary to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount Amount Payable at Maturity equal to the aggregate principal amount of the Restricted Security (or portion thereof) to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, in the case of any transfer pursuant to Regulation S, the Euroclear and Clearstream account for which such Agent Member's account is held, or if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (BC) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 ANNEX D-1 hereto, if the specified account is to be credited with a beneficial interest in the a Restricted Global Security, or Exhibit K-2 ANNEX D-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed given by or on behalf the holder of such Holderbeneficial interest, then and (2) the Trustee of (A) the Restricted Security to be so transferred, (B) the notification from the Depositary of the transaction described in (1) above and (C) the certificate described in (1)(C) above, the Trustee, as Security Registrar, shall, subject to clause (n) below, shall cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 3.5(a) and increase the aggregate principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified aggregate principal amountamount as provided in Section 3.5(b)(iii). The Trustee shall not be required to accept for such registration of transfer or exchange any Restricted Security unless the Trustee and the Company are satisfied that such transfer or exchange is being effected in compliance with the restrictions on transfer as set forth in this Indenture and in such Security.

Non-Global Restricted Security to Global Security. If the holder Holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (kiv) and clause (nvii) below. Upon receipt by the Trustee, as Security Registrar, of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 210 directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 on EXHIBIT K hereto, if the specified account amount is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 EXHIBIT L hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Security Registrar, shall, subject to clause (nvii) below, cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) thereof as provided in this Section 2.06 210) and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amount.

Non-Global Restricted Security to Global Security. If the holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k) and clause (n) below. Upon receipt by the Trustee, as Registrar, of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately appropri- ately completed certificate substantially in the form set forth in Exhibit K-1 hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Registrar, shall, subject to clause (n) below, cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amount.

Non-Global Restricted Security to Global Security. If the holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause paragraph (k) and clause paragraph (n) below. Upon receipt by the Trustee, as Registrar, of (A) such Restricted Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 J-1 hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 J-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Registrar, shall, subject to clause paragraph (n) below, cancel such Restricted Security (and issue a new Restricted Security in respect of any untransferred portion thereof) as provided in this Section 2.06 and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amount.

Non-Global Restricted Security to Global Security. If the holder Holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any a portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, in each case, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k) and clause (n) belowSection 305(b)(vi). Upon receipt by (1) the Trustee, as Registrar, Depositary of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 accordance with the Applicable Procedures from an Agent Member directing the Trustee Depositary to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount Amount Payable at Maturity equal to the principal amount Amount Payable at Maturity of the Restricted Security (or portion thereof) to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, in the case of any transfer pursuant to Regulation S, the Euroclear and Clearstream account for which such Agent Member's account is held, or if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (BC) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 Annex D-1 hereto, if the specified account is to be credited with a beneficial interest in the a Restricted Global Security, or Exhibit K-2 Annex D-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed given by or on behalf the holder of such Holderbeneficial interest, then and (2) the Trustee of (A) the Restricted Security to be so transferred, (B) the notification from the Depositary of the transaction described in (1) above and (C) the certificate described in (1)(C) above, the Trustee, as Security Registrar, shall, subject to clause (n) below, shall cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 305(a) and increase the principal amount Amount Payable at Maturity of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amountAmount Payable at Maturity as provided in Section 305(b)(iii). The Trustee shall not be required to accept for such registration of transfer or exchange any Restricted Security unless the Trustee and the Company are satisfied that such transfer or exchange is being effected in compliance with the restrictions on transfer as set forth in this Indenture and in such Security. In addition, in connection with a transfer of a Certificated Security by an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company and the Trustee such certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Non-Global Restricted Security to Global Security. If the holder Holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any a portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, in each case, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k) and clause (n) belowvi). Upon receipt by (1) the Trustee, as Registrar, Depositary of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 accordance with the Applicable Procedures from an Agent Member directing the Trustee Depositary to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, in the case of any transfer pursuant to Regulation S, the Euroclear and (BClearstream account for which such Agent Member's account is held, or if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and an appropriately completed certificate substantially in the form set forth in Exhibit K-1 Annex D-1 hereto, if the specified account is to be credited with a beneficial interest in the a Restricted Global Security, or Exhibit K-2 Annex D-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed given by or on behalf the holder of such Holderbeneficial interest, then and (2) the Trustee of (A) the Restricted Security to be so transferred, (B) the notification from the Depositary of the transaction described in (1) above and (C) the certificate described in (1)(C) above, the Trustee, as Security Registrar, shall, subject to clause (n) below, shall cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 (a) and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amountamount as provided in Section 3.05(b)(iii). The Trustee shall not be required to accept for such registration of transfer or exchange any Restricted Security unless the Trustee and the Company are satisfied that such transfer or exchange is being effected in compliance with the restrictions on transfer as set forth in this Indenture and in such Security. In addition, in connection with a transfer of a Certificated Security by an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company and the Trustee such certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Non-Global Restricted Security to Global Security. If the holder Holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any a portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, in each case, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k) and clause (n) belowSection 305(b)(6). Upon receipt by the Trustee, as Security Registrar, of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 Annex D-1 hereto, if the specified account is to be credited with a beneficial interest in the a Restricted Global Security, or Exhibit K-2 Annex D-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed given by or on behalf the holder of such Holderbeneficial interest, then the Trustee, as Security Registrar, shall, subject to clause (n) below, shall cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 305(a) and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amountamount as provided in Section 305(d)(3).

Non-Global Restricted Security to Global Security. If the holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause Clause (k) and clause (n) below4). Upon receipt by the Trustee, as Security Registrar, of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 3.4(b) directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 Annex C-1 hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 Annex C-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Security Registrar, shall, subject to clause (n) below, shall cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 3.4(b) and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amountamount as provided in Section 3.4(a)(3).

Non-Global Restricted Security to Global Security. If the holder ------------------------------------------------- of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (kiv) and clause (nvii) below. Upon receipt by the Trustee, as Registrar, of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 2.15 directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 I hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 J hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Registrar, shall, subject to clause (nvii) below, cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) thereof as provided in this Section 2.06 2.15 and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amount.

Non-Global Restricted Security to Global Security. If the holder Holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any a portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, in each case, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k) and clause (n) belowSection 3.05(b)(v). Upon receipt by (1) the Trustee, as Registrar, Depositary of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 accordance with the Applicable Procedures from an Agent Member directing the Trustee Depositary to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, in the case of any transfer pursuant to Regulation S, the Euroclear and Clearstream account for which such Agent Member's account is held, or if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be credited with such beneficial interest, and (BC) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 Annex D-1 hereto, if the specified account is to be credited with a beneficial interest in the a Restricted Global Security, or Exhibit K-2 Annex D-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed given by or on behalf the holder of such Holderbeneficial interest, then and (2) the Trustee of (A) the Restricted Security to be so transferred, (B) the notification from the Depositary of the transaction described in (1) above and (C) the certificate described in (1)(C) above, the Trustee, as Security Registrar, shall, subject to clause (n) below, shall cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 (a) and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amountamount as provided in Section 3.05(b)(i)(ii). The Trustee shall not be required to accept for such registration of transfer or exchange any Restricted Security unless the Trustee and the Company are satisfied that such transfer or exchange is being effected in compliance with the restrictions on transfer as set forth in this Indenture and in such Security. In addition, in connection with a transfer of a Certificated Security by an Institutional Accredited Investor, such Institutional Accredited Investor shall be required, prior to such transfer, to furnish to the Company and the Trustee such certifications, legal opinions or other information as they or either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Non-Global Restricted Security to Global Security. If the holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k6) and clause (n10) below. Upon receipt by the Trustee, as Registrar, of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 2.6(b) directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 Annex G-1 hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 Annex G-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Registrar, shall, subject to clause (n10) below, cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 2.6(b) and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amountamount as provided in Section 2.6(a)(3).

Non-Global Restricted Security to Global Security. If the holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause Clause (k) and clause (n) below4). Upon receipt by the Trustee, as Security Registrar, of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 3.4(b) directing the Trustee to credit or cause to be credited to a specified Agent Member's ’s account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 C-1 hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Security, or Exhibit K-2 C-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed by or on behalf of such Holder, then the Trustee, as Security Registrar, shall, subject to clause (n) below, shall cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 3.4(b) and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, by the specified principal amountamount as provided in Section 3.4(a)(3).

Non-Global Restricted Security to Global Security. If the holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any a portion of such Security to a person Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, in each case of the same series, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this clause (k) and clause (n) belowSection 3.5(b)(vi). Upon receipt by the TrusteeFiscal Agent, as Security Registrar, at its office in The City of New York of (A) such Security and written instructions given by or on behalf of such Holder as provided in this Section 2.06 accordance with the Applicable Procedures from an Agent Member directing the Trustee Fiscal Agent to credit or cause to be credited to a specified Agent Member's account a beneficial interest in the Restricted Global Security, the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, as the case may be, in a specified principal amount equal to the principal amount of the Restricted Security (or portion thereof) of the same series to be so transferred, and (B) an appropriately completed certificate substantially in the form set forth in Exhibit K-1 Annex D-l hereto, if the specified account is to be credited with a beneficial interest in the a Restricted Global Security, or Exhibit K-2 Annex D-2 hereto, if the specified account is to be credited with a beneficial interest in the Temporary Regulation S Global Security or the Permanent Regulation S Global Security, signed given by or on behalf the holder of such Holderbeneficial interest, then the TrusteeFiscal Agent, as Security Registrar, shall, subject to clause (n) below, shall cancel such Restricted Security (and issue a new Security in respect of any untransferred portion thereof) as provided in this Section 2.06 3.5(b) and increase the principal amount of the Restricted Global Security, Temporary Regulation S Global Security or Permanent Regulation S Global Security, as the case may be, in each case of the same series, by the specified principal amountamount as provided in Section 3.5(d) (iii).