Common use of Regulation S Global Note to Restricted Global Note Clause in Contracts

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder a Holder of or a beneficial interest in the Note Owner with respect to a Regulation S Global Note wishes at any time wishes to transfer exchange its interest in such Regulation S Global Note for an interest in a Restricted Global Note or to Transfer such Regulation S Global Note or an Ownership Interest therein to a Person Qualified Institutional Buyer who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global NoteNote or an Ownership Interest therein, such transfer may be effected only Noteholder or Note Owner may, subject to the provisions of this Section 2.05, exchange or Transfer such Regulation S Global Note for a Restricted Global Note of the same Series and Class or an Ownership Interest therein in accordance with this clause (iii) and the Applicable Proceduresan equivalent principal amount. Upon receipt by the Registrar from the Transfer Agent Indenture Trustee of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate substantially in the form of Exhibit C attached hereto D-1 (subject to Section 12.03) given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes transferee and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest transferee is a QIB Qualified Institutional Buyer and is obtaining such interest Restricted Global Note or Ownership Interest therein in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state 144A, the Indenture Trustee shall cancel the Regulation S Global Note so exchanged or transferred (or reduce the principal amount of the United States Notes evidenced thereby) and the applicable Issuers shall, concurrently with such cancellation (or (y) that reduction), issue and the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Indenture Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced authenticated to the transferee a Restricted Global Note of the same Series and Class (or increase the principal amount of the Notes evidenced by such Restricted Global Note) in an aggregate principal amount equal to the aggregate principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be so exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii‎‎(iii) and the Applicable Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the a Regulation S Global Note wishes at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected effected, subject to the Applicable Procedures, only in accordance with this clause (iii) and the Applicable ProceduresSection 2.07(c)(v)(C). Upon receipt by the Registrar from Trustee, as Registrar, at the Transfer Agent Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Registrar Trustee, as Registrar, to credit or cause to be credited an to a specified Agent Member's account a beneficial interest in the Restricted Global Note in a specified principal amount and equal to cause to be debited an that of the beneficial interest in the Regulation S Global Note to be so transferred, (2) a written order given in such specified principal amountaccordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (Bor, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note, an appropriately completed certificate in substantially the form of Exhibit C attached hereto set forth in or contemplated by Section 2.13(b) given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject tointerest, the registration requirements of Trustee, as Registrar, shall instruct the U.S. Securities Act, then the Registrar shall Depository for such Regulation S Global Note to reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note Note, by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be exchanged so transferred, and to credit or transferredcause to be credited to the account of the Person specified in such instructions a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of the Regulation S Global Note was reduced upon such transfer.

Regulation S Global Note to Restricted Global Note. If the holder Holder of a beneficial interest in the a Regulation S Global Note (other than a Holder that is an Affiliate of the Issuer) at any time wishes to transfer such interest to a Person who wishes to exchange its interest in such Regulation S Global Note for an interest in a Restricted Global Note, or to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected only in accordance with this clause (iiiC) and the Applicable Proceduresrules and procedures of DTC. Upon receipt by the Registrar (with a copy to the Trustee) from the Transfer Agent of (Ai) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (Bii) a certificate in the form of Exhibit C attached hereto given by the holder Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee or the Registrar may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to the Registrar shall increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the a Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of the Depositary, Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the such Restricted Global Note in a specified principal amount and to cause to be debited an interest in the such Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto hereto, given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Company or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the such Regulation S Global Note and to increase or cause to be increased the principal amount of the such Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the a Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of the Depositary, Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the such Restricted Global Note in a specified principal amount and to cause to be debited an interest in the such Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto hereto, given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Issuers or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the such Regulation S Global Note and to increase or cause to be increased the principal amount of the such Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder Holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Issuers or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the a Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of the Depositary, Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the such Restricted Global Note in a specified principal amount and to cause to be debited an interest in the such Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Company or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the such Regulation S Global Note and to increase or cause to be increased the principal amount of the such Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this sub-clause (iii) and the Applicable Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Issuers or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If Subject to Section 201(e), if the holder of a beneficial interest in the Regulation S Global Note wishes at any time wishes to transfer such interest to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected effected, subject to the Applicable Procedures, only in accordance with this clause (iii) and subclause 305(b)(2), provided that no transfers from a Regulation S Global Note to a Restricted Global Note shall be allowed during the Applicable ProceduresDistribution Compliance Period. Upon receipt by the Registrar from the Transfer Agent Trustee, as Note Registrar, of (as applicable) (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Registrar Trustee to credit or cause to be credited an to a specified Agent Member’s account a beneficial interest in the a Restricted Global Note in a specified principal amount and equal to cause to be debited an that of the beneficial interest in the a Regulation S Global Note in such specified principal amountto be so transferred and debited, and (B) a certificate written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (C) a Restricted Notes Certificate, substantially in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that interest, the transfer principal amount of such interest has been made in compliance with Restricted Global Note shall be increased, and the transfer restrictions applicable to the principal amount of such Regulation S Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act andNote shall be decreased, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced by the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be exchanged so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or transferredits authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount so transferred and debit or cause to be debited the Regulation S Global Note.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the a Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global NoteNote of the same series of Notes, such transfer may be effected only in accordance with this clause (iii) and the Applicable Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the such Restricted Global Note in a specified principal amount and to cause to be debited an interest in the such Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C ​ ​ attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the such Regulation S Global Note and to increase or cause to be increased the principal amount of the such Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If Subject to Section 201(d), if the holder of a beneficial interest in the Regulation S Global Note wishes at any time wishes to transfer such interest to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected effected, subject to the Applicable Procedures, only in accordance with this clause (iii) and subclause 305(b)(2), provided that no transfers from a Regulation S Global Note to a Restricted Global Note shall be allowed during the Applicable ProceduresDistribution Compliance Period. Upon receipt by the Registrar from the Transfer Agent Trustee, as Note Registrar, of (as applicable) (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Registrar Trustee to credit or cause to be credited an to a specified Agent Member’s account a beneficial interest in the a Restricted Global Note in a specified principal amount and equal to cause to be debited an that of the beneficial interest in the a Regulation S Global Note in such specified principal amountto be so transferred and debited, and (B) a certificate written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (C) a Restricted Notes Certificate, substantially in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that interest, the transfer principal amount of such interest has been made in compliance with Restricted Global Note shall be increased, and the transfer restrictions applicable to the principal amount of such Regulation S Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act andNote shall be decreased, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced by the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be exchanged so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or transferredits authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount so transferred and debit or cause to be debited the Regulation S Global Note.

Regulation S Global Note to Restricted Global Note. If the holder Holder of a beneficial interest in the a Regulation S Global Note (other than a Holder that is an Affiliate of the Issuer) at any time wishes to transfer such interest to a Person who wishes to exchange its interest in such Regulation S Global Note for an interest in a Restricted Global Note, or to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to the Common Depositary shall increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of the Depositary. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the a Restricted Global Note in a specified principal amount and to cause to be debited an interest in the a Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer OPTI or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder If, at any ---------- - ------ ---- -- ---------- ------ ---- time, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its interest in such Regulation S Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a Restricted Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Restricted Global Note as provided in this Section 2.6(a)(ii). Upon receipt by the Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Restricted Global Note equal to the beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Notebe exchanged, such transfer may instructions to contain information regarding the participant account with the Depositary to be effected only credited with such increase, (2) a written order given in accordance with this clause (iii) and the Applicable Procedures. Upon receipt by Procedures containing information regarding the Registrar from participant account of the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, Depositary and (B3) a certificate in the form of Exhibit C B-2 attached hereto given by the holder owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulatin S Global Note reasonably believes that the Person acquiring such interest in a Restricted Global Note is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, (B) that the transfer complies with the requirements of Rule 144 under the Securities Act and any applicable blue sky or securities laws of any state of the United States or (C) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB pursuant to and is obtaining such interest in a transaction meeting accordance with the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstancesclaimed, such statement to be supported by an Opinion of Counsel as from the Issuer transferee or the Trustee may transferor in form and substance reasonably request acceptable to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities ActCompany, then the Registrar Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Regulation S Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Restricted Global Note by the aggregate principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be exchanged exchanged, and the Trustee, as Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the applicable Restricted Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global Note and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Regulation S Global Note that is being transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the a Regulation S Global Note of either series at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global NoteNote of such series, such transfer may be effected only in accordance with this clause (iii) and the Applicable Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the such Restricted Global Note in a specified principal amount and to cause to be debited an interest in the such Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Issuers or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the such Regulation S Global Note and to increase or cause to be increased the principal amount of the applicable Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii3) and the Applicable Proceduresrules and procedures of the Depositary. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the a Restricted Global Note in a specified principal amount and to cause to be debited an interest in the a Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer OPTI or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected effected, subject to the rules and procedures of the Depositary only in accordance with this clause (iii) and the Applicable Procedures). Upon receipt by the Registrar from the Transfer Agent of (A) written instructions given by or on behalf of the Depositary in accordance with the rules and procedures of the Depositary directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amountNote, and (B) a written order given in accordance with the rules and procedures of the Depositary containing information regarding the Participant account with the Depositary to be deducted and the Participant account with the Depositary to be credited with such increase, (C) a certificate in the form of Exhibit C attached D hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (xI) the Person transferring such interest Interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (yII) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, (D) such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Note and the Depositary to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferredexchanged.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the a Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected only in accordance with this clause (iiiii) and the Applicable Proceduresrules and procedures of the Depositary, Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent transferor of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the such Restricted Global Note in a specified principal amount and to cause to be debited an interest in the such Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Company or the Trustee Registrar may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the such Regulation S Global Note and to increase or cause to be increased the principal amount of the such Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the a Regulation S Global Note of any series at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global NoteNote of such series, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of the Depositary, Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the such Restricted Global Note in a specified principal amount and to cause to be debited an interest in the such Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C C-1, in the case of the 2019 Notes, or Exhibit C-2, in the case of the 2021 Notes, attached hereto given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Company or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the such Regulation S Global Note and to increase or cause to be increased the principal amount of the such Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder Holder of a beneficial interest in the any Regulation S Global Note wishes at any time wishes to transfer such interest to a Person person who must or wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global NoteNote of the same Series, such transfer may be effected effected, subject to the Applicable Procedures and only in accordance with this clause (iii) and the Applicable ProceduresSection 2.9.(b)(iii). Upon receipt by the Registrar from the Trustee, as Transfer Agent Agent, at its office in The City of New York of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Registrar Trustee to credit or cause to be credited an to a specified Agent Member's account a beneficial interest in the such Restricted Global Note in a specified principal amount and equal to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be exchanged so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (or, if such account is held for Euroclear or Cedel, the Euroclear or Cedel account, as the case may be) to be debited for, such beneficial interest, and (3) a certificate substantially in the form of Exhibit C given by the Holder of such beneficial interest, the Trustee, as Transfer Agent, shall instruct the Depositary therefor to reduce the principal amount of such Regulation S Global Note, as the case may be, and to increase the principal amount of such Restricted Global Note (and, if so contemplated by such Note, an appropriate notation made on each such Note), by the principal amount of the beneficial interest in such Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such transfer.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the a Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global NoteNote of the same series of Notes, such transfer may be effected only in accordance with this clause (iii) and the Applicable Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the such Restricted Global Note in a specified principal amount and to cause to be debited an interest in the such Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the such Regulation S Global Note and to increase or cause to be increased the principal amount of the such Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of the Depositary, Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x1) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction Transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y2) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction Transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of the Depositary, Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x1) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y2) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder Holder of a beneficial interest in the a Regulation S Global Note (other than a Holder that is an Affiliate of the Issuer) at any time wishes to transfer such interest to a Person who wishes to exchange its interest in such Regulation S Global Note for an interest in a Restricted Global Note, or to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States of America or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee or Registrar may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar Trustee shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to the Trustee shall increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected effected, subject to the rules and procedures of the Depositary and the Common Depositary, only in accordance with this clause (iii) and the Applicable Procedures). Upon receipt by the Registrar from the Transfer Agent of (A) written instructions given by or on behalf of the Common Depositary in accordance with the rules and procedures of the Depositary and the Common Depositary, directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amountNote, and (B) a certificate in the form of Exhibit C attached D hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x1) the Person transferring such interest Interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y2) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in (C) such circumstances, such Opinion opinion of Counsel counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements requirement of the U.S. Securities Act, then the Registrar shall instruct the Common Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Note and shall instruct the Depositary to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferredexchanged.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the a Regulation S Global Note of either series at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global NoteNote of such series, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of the Depositary, Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the such Restricted Global Note of such series in a specified principal amount and to cause to be debited an interest in the such Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C C-1 attached hereto hereto, in the case of the Dollar Notes, or Exhibit C-2 attached hereto, in the case of the Euro Notes, given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Company or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the such Regulation S Global Note and to increase or cause to be increased the principal amount of the such Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, amount and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Common Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the a Regulation S Global Note of either series at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global NoteNote of such series, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of the Depositary, Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the such Restricted Global Note of such series in a specified principal amount and to cause to be debited an interest in the such Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C C-1 attached hereto hereto, in the case of the 2022 Notes, or Exhibit C-2 attached hereto, in the case of the 2024 Notes, given by the holder owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Company or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the such Regulation S Global Note and to increase or cause to be increased the principal amount of the such Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder Holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Proceduresrules and procedures of the Depositary. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest Interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in the Regulation S Global Note wishes at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iiif)(ii) and subject to the Applicable Procedures. Upon receipt by the Note Registrar from the Transfer Agent of (A) a written instructions order given by an Agent Member of Euroclear or Clearstream directing the Registrar to credit or cause to be credited an that a beneficial interest in the Restricted Global Note in a specified principal amount be credited to a specified Agent Member's account with DTC and to cause to be debited an that a beneficial interest in the Regulation S Global Note in such an equal principal amount be debited from a specified principal amountAgent Member's account with Euroclear or Clearstream as the case may be, and (B) if such transfer is to occur during (but only during) the Distribution Compliance Period, a certificate Restricted Notes Certificate (a "Restricted Notes Certificate") in the form of set forth in Exhibit C attached hereto given G, and duly executed by the holder Agent Member owner of such beneficial interest stating that in the Regulation S Global Note or his attorney duly authorized in writing (accompanied, in the case of a transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on under an exemption other than Rule 144A from the registration requirements of under the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made other than pursuant to an exemption from, Rule 144A or in a transaction not subject to, Rule 144 under the registration requirements of the U.S. Securities Act, by an opinion of counsel stating that such exemption is available to the transferor), then the Note Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate such specified principal amount of the as provided in Section 2.5(h). Any beneficial interest in such the Regulation S Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Restricted Global Note will, upon transfer, cease to be exchanged or transferredan interest in the Regulation S Global Note and will become an interest in the Restricted Global Note subject to all transfer restrictions and other procedures applicable to beneficial interests in the Restricted Global Note.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected effected, subject to the rules and procedures of the Depositary, only in accordance with this clause (iii) and the Applicable Procedures). Upon receipt by the Registrar from the Transfer Agent of (A) written instructions given by or on behalf of the Depositary in accordance with the rules and procedures of the Depositary directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amountNote, and (B) a certificate in the form of Exhibit C attached D hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x1) the Person transferring such interest Interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y2) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in (C) such circumstances, such Opinion opinion of Counsel counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements requirement of the U.S. Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferredexchanged.

Regulation S Global Note to Restricted Global Note. If the holder Holder of a beneficial interest in the a Regulation S Global Note (other than a Holder that is an Affiliate of the Issuer) at any time wishes to transfer such interest to a Person who wishes to exchange its interest in such Regulation S Global Note for an interest in a Restricted Global Note, or to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected only in accordance with this clause (iiiC) and the Applicable Proceduresrules and procedures of Euroclear and Clearstream, as applicable. Upon receipt by the Registrar (with a copy to the Trustee) from the Transfer Agent of (Ai) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (Bii) a certificate in the form of Exhibit C attached hereto given by the holder Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee or the Registrar may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to the Common Depositary shall increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note of either series at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global NoteNote of such series, such transfer may be effected only in accordance with this clause (iii) and the Applicable Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note of such series in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the A holder of a beneficial interest in the a Temporary Regulation S Global Note at may not transfer any time wishes to transfer of its interest in such interest Temporary Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a Restricted Global Note until the expiration of the Regulation S Restricted Period. After the expiration of the Regulation S Restricted Period, Regulation S Global Notes will be represented by a Permanent Regulation S Global Note. If a holder of a beneficial interest in a Permanent Regulation S Global Note wishes to transfer all or a part of its interest in such Permanent Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) holder may, subject to the terms hereof and the Applicable Proceduresrules and procedures of Euroclear, Clearstream or the Clearing Agency, as the case may be, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Restricted Global Note of the same Class. Upon receipt by the Registrar from the Transfer Agent and Registrar of (A) written instructions from Euroclear, Clearstream or the Clearing Agency, as the case may be, directing the Transfer Agent and Registrar to credit or cause to be credited an interest in the such Restricted Global Note in a specified principal amount and to cause to be debited increased by an amount equal to such beneficial interest in the such Permanent Regulation S Global Note in such specified principal amount, but not less than the minimum denomination applicable to the related Class of Notes and (B) a certificate substantially in the form of Exhibit C attached C-1 hereto given by the holder prospective transferee and transferor of such beneficial interest stating and stating, among other things, that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person transferee acquiring such beneficial interest in a Restricted Global Note is a QIB and Qualified Institutional Buyer, is obtaining such beneficial interest in a transaction meeting the requirements of pursuant to Rule 144A and in accordance with any applicable securities laws of any state of the United States or (y) that any other applicable jurisdiction, then Euroclear, Clearstream or the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act andTransfer Agent and Registrar, in such circumstances, such Opinion of Counsel as the Issuer or case may be, will instruct the Trustee may reasonably request Clearing Agency to ensure that reduce the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the aggregate principal amount of the such Permanent Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the beneficial interest in such Permanent Regulation S Global Note to be exchanged or transferred, increase the aggregate principal amount of the Restricted Global Note specified in such instructions by an aggregate principal amount equal to such reduction in such aggregate principal amount of the Permanent Regulation S Global Note and make the corresponding adjustments to the applicable participants’ accounts.]

Regulation S Global Note to Restricted Global Note. If the holder If, at any time, an owner of a beneficial interest in the Regulation S Global Note at any time deposited with the Depositary (or with the Trustee as custodian for the Depositary) wishes to transfer such its interest in the Regulation S Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of a an interest in the Restricted Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Restricted Global Note, such transfer may be effected only as provided in accordance with this clause (iii) and the Applicable ProceduresSection 312(2). Upon receipt by the Registrar from the Transfer Agent Trustee of (Aa) written instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Registrar Trustee, as Registrar, to credit or cause to be credited an a beneficial interest in the Restricted Global Note in a specified principal amount and equal to cause to be debited an the beneficial interest in the Regulation S Global Note in such specified principal amountto be exchanged, and (Bb) a certificate written order given in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance accordance with the transfer restrictions applicable to Applicable Procedures containing information regarding the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state participant account of the United States or (y) that the Person transferring Depositary to be credited with such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject toincrease, the registration requirements of Trustee, as Registrar, shall instruct the U.S. Securities Act, then the Registrar shall Depositary to reduce or cause to be reduced the aggregate principal amount of the Regulation S Global Note and to increase or cause to be increased the aggregate principal amount of the Restricted Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be exchanged exchanged, and the Trustee, as Security Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Restricted Global Note equal to the reduction in the aggregate principal amount of the Regulation S Global Note and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Regulation S Global Note that is being transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iii) and the Applicable Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such transfer may be effected only in accordance with this clause (iiiv) and the Applicable Procedures. Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer Issuers or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder Holder of a beneficial interest in the a Regulation S Global Note (other than a Holder that is an Affiliate of the Issuer) at any time wishes to transfer such interest to a Person who wishes to exchange its interest in such Regulation S Global Note for an interest in a Restricted Global Note, or to take delivery thereof in the form of a beneficial interest in the a Restricted Global Note, such transfer may be effected only in accordance with this clause (iiiC) and the Applicable Proceduresrules and procedures of Euroclear and Clearstream, as applicable. Upon receipt by the Registrar (with a copy to the Trustee) from the Transfer Agent of (Ai) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, and (Bii) a certificate in the form of Exhibit C attached hereto given by the holder Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee or the Registrar may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount of the Regulation S Global Note and to the Common Depositary shall increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the interest in such the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Restricted Global Note. If the holder If, at any time, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its interest in such Regulation S Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a Restricted Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Restricted Global Note as provided in this Section 2.6(a)(ii). Upon receipt by the Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Restricted Global Note equal to the beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Notebe exchanged, such transfer may instructions to contain information regarding the participant account with the Depositary to be effected only credited with such increase, (2) a written order given in accordance with this clause (iii) and the Applicable Procedures. Upon receipt by Procedures containing information regarding the Registrar from participant account of the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Restricted Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount, Depositary and (B3) a certificate in the form of Exhibit C B-2 attached hereto given by the holder owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Restricted Global Note is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, (B) that the transfer complies with the requirements of Rule 144 under the Securities Act and any applicable blue sky or securities laws of any state of the United States or (C) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB pursuant to and is obtaining such interest in a transaction meeting accordance with the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act and, in such circumstancesclaimed, such statement to be supported by an Opinion of Counsel as from the Issuer transferee or the Trustee may transferor in form and substance reasonably request acceptable to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities ActCompany, then the Registrar Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Regulation S Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Restricted Global Note by the aggregate principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be exchanged exchanged, and the Trustee, as Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the applicable Restricted Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global Note and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Regulation S Global Note that is being transferred.

Regulation S Global Note to Restricted Global Note. If the a holder of a beneficial interest in the Regulation S Global Note wishes at any time wishes to exchange its interest in such Regulation S Global Note for an interest in the Restricted Global Note, or to transfer its interest in such interest Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a beneficial an interest in the such Restricted Global Note, such holder may, subject to the rules and procedures of Euroclear or Clearstream and DTC, as the case may be, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer may be effected only or cause the transfer of such interest for an equivalent beneficial interest in accordance with this clause (iii) and the Applicable Proceduressuch Restricted Global Note. Upon receipt by the Registrar from the Trustee, as Transfer Agent Agent, at its office in The City of New York of (A1) written instructions directing given in accordance with the Registrar to credit procedures of Euroclear or cause to be credited an interest in Clearstream and DTC, as the Restricted Global Note in case may be, from or on behalf of a specified principal amount and to cause to be debited beneficial owner of an interest in the Regulation S Global Note directing the Trustee, as Transfer Agent, to credit or cause to be credited a beneficial interest in the Restricted Global Note in an amount equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, (2) a written order given in accordance with the procedures of Euroclear or Clearstream and DTC, as the case may be, containing information regarding the account with DTC to be credited with such specified principal amountincrease and the name of such account, and (B3) prior to the expiration of the Restricted Period, a certificate in the form of Exhibit C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in such Restricted Global Note is a QIB Qualified Institutional Buyer (as defined in Rule 144A) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or any other jurisdiction, the Trustee, as Transfer Agent, shall promptly deliver (yvia DWAC) that appropriate instructions to DTC, its nominee, or the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the U.S. Securities Act andcustodian for DTC, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee case may reasonably request be, to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, then the Registrar shall reduce or cause to be reduced the principal amount reflect on its records a reduction of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Restricted Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be exchanged or transferred, and the Trustee, as Transfer Agent, shall promptly deliver (via DWAC) appropriate instructions to DTC, its nominee, or the custodian for DTC, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Restricted Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Restricted Global Note equal to the reduction in the principal amount of such Regulation S Global Note. After the expiration of the Restricted Period, the certification requirement set forth in clause (3) of the second sentence of this Section 3.7(c)(iii) will no longer apply to such transfers.