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

Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii‎‎(ii) and the rules and procedures of DTC, in each case to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder an owner of a beneficial interest in the a Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its beneficial interest in such Restricted Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Regulation S 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 Regulation S Global Note as provided in this Section 2.06(a)(i). Upon receipt by the Trustee of (A) instructions given in accordance with the Applicable Procedures directing the Trustee, as Registrar and Note Custodian, to credit a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only Note in accordance with this clause (ii) and the rules and procedures of DTC, in each case an amount equal to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an beneficial interest in the Restricted Global Note in such specified principal amount, to be transferred and (B) a certificate substantially in the form of Exhibit B attached B-1 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 set forth in the Global Notes legend in Section 2.06(f) and (x) pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S or (y) that S, then the interest in Trustee, as Registrar and Note Custodian, shall reduce the aggregate principal amount of such Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then and increase the Registrar shall reduce or cause to be reduced the aggregate principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the applicable Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder an owner of a beneficial interest in the a Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its beneficial interest in such Restricted Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Regulation S 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 Regulation S Global Note as provided in this Section 2.06(a)(i). Upon receipt by the Trustee of (A) instructions given in accordance with the Applicable Procedures directing the Trustee, as Registrar and Note Custodian, to credit a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only Note in accordance with this clause (ii) and the rules and procedures of DTC, in each case an amount equal to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an beneficial interest in the Restricted Global Note in such specified principal amount, to be transferred and (B) a certificate substantially in the form of Exhibit B attached B-1 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 set forth in the Global Notes legend in Section 2.06(f)(i) and (x) pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S or (y) that S, then the interest in Trustee, as Registrar and Note Custodian, shall reduce the aggregate principal amount of such Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then and increase the Registrar shall reduce or cause to be reduced the aggregate principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the applicable Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the a Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the a Regulation S Global NoteNote of the same series of Notes, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the such Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the such Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the such Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall instruct DTC to reduce or cause to be reduced the principal amount of the such Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the such Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder owner of a beneficial interest in the a Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the a Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii2) and the rules and procedures of DTC, in each case to the extent applicable (the “Applicable Procedures”)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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the a Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferredexchanged.

Restricted Global Note to Regulation S Global Note. If the holder Holder of a beneficial interest in the a Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the a Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (iiB) and the rules and procedures of DTCEuroclear and Clearstream, in each case to the extent applicable (the “Applicable Procedures”)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 a Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the a Restricted Global Note in such specified principal amount, and (Bii) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the such Restricted Global Note and the Common Depositary shall cause DTC to increase or cause to be increased the principal amount of the such Regulation S Global Note by the aggregate principal amount of the interest in the such Restricted Global Note to be exchanged or transferredexchanged.

Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTCthe relevant Clearing System, in each case to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC the relevant Clearing System to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder owner of a beneficial interest in the a Restricted Global Note of any series at any time wishes to exchange its interest in such Restricted Global Note for an interest in the a Regulation S Global NoteNote of such series, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global NoteNote of such series, such transfer or exchange may be effected, effected only in accordance with this clause (ii) and the rules and procedures of DTCthe Depositary, in each case to the extent applicable (the “Applicable Procedures”)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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the a Restricted Global Note of such series in such specified principal amount, and (B) a certificate in the form of Exhibit B B-1, in the case of the 2019 Notes, or Exhibit B-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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the such Restricted Global Note and shall cause DTC the Depositary to increase or cause to be increased the principal amount of the such Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferredexchanged.

Restricted Global Note to Regulation S Global Note. If the a holder of a beneficial interest in the Restricted Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes is required to take delivery thereof in the form of a beneficial an interest in the Regulation S Global Note, such transfer holder may, subject to the rules and procedures of the Depositary, exchange or cause the exchange may be effected, of such interest for an equivalent beneficial interest in the Regulation S Global Note only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (the “Applicable Procedures”). Upon receipt by the Registrar from the Transfer Agent at its office in The City of New York 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 Regulation S Global Note in a specified principal an amount and equal to cause to be debited an the interest in the Restricted Global Note in such specified principal amountto be exchanged, and (B) a written order given in accordance with the rules and procedures of the Depositary containing information regarding the participant account of the Depositary and the Euroclear or Cedel account to be credited with such increase, (C) a certificate in the form of Exhibit B 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 (x1) pursuant to and in accordance with Regulation S or (y2) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144144 and, (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 Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferredexchanged.

Restricted Global Note to Regulation S Global Note. If the holder owner of a beneficial interest in the Restricted Global Note wishes at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its such interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, effected only in accordance with the provisions of this clause (iif)(i) and the rules clause (f)(vii) below and procedures of DTC, in each case subject to the extent applicable (the “Applicable Procedures”). Upon receipt by the Registrar from the Transfer Agent Note Registrar, of (A) a written instructions order given by an Agent Member of DTC directing the Registrar to credit or cause to be credited an that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member's account with Euroclear or Clearstream as the case may be, and to cause to be debited an that a beneficial interest in the Restricted Global Note in such an equal principal amount be debited from a specified principal amount, Agent Member's account with DTC and (B) a certificate Regulation S Certificate (a "Regulation S Certificate") in the form of set forth in Exhibit B attached hereto given F, and duly executed by the holder Agent Member 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred or his attorney duly authorized in a transaction permitted by Rule 144writing, then the Registrar Note Registrar, but subject to clause (f)(vii) below, shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate such specified principal amount of the as provided in Section 2.5(h). Any beneficial interest in the Restricted Global Note that is transferred to a Person that takes delivery in the form of a beneficial interest in the Regulation S Global Note will, upon transfer, cease to be exchanged or transferred.an interest in the Restricted Global Note and will become an interest

Restricted Global Note to Regulation S Global Note. If the a holder of a beneficial interest in the Restricted Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes is required to take delivery thereof in the form of a beneficial an interest in the Regulation S Global Note, such transfer holder may, subject to the rules and procedures of the Depositary, exchange or cause the exchange may be effected, of such interest for an equivalent beneficial interest in the Regulation S Global Note only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (the “Applicable Procedures”). Upon receipt by the Registrar from the Transfer Agent at its office in New York, New York 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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted 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 to be credited with such increase, (C) a certificate in the form of Exhibit B 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 (xI) pursuant to and in accordance with Regulation S or (yII) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144144 and, (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 Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC the Depositary to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferredexchanged.

Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Dollar Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable DTC (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder owner of a beneficial interest in the a Restricted Global Note of either series at any time wishes to exchange its interest in such Restricted Global Note for an interest in the a Regulation S Global NoteNote of such series, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global NoteNote of such series, such transfer or exchange may be effected, effected only in accordance with this clause (ii) and the rules and procedures of DTCthe Depositary, in each case to the extent applicable (the “Applicable Procedures”)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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the a Restricted Global Note of such series in such specified principal amount, and (B) a certificate in the form of Exhibit B B-1 attached hereto hereto, in the case of the Dollar Notes, or Exhibit B-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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the such Restricted Global Note and shall cause DTC the Depositary to increase or cause to be increased the principal amount of the such Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferredexchanged.

Restricted Global Note to Regulation S Global Note. If Notes of a series are issued in the holder form of a Regulation S Global Note and a Restricted Global Note, and if the owner of a beneficial interest in the Restricted Global Note wishes at any time wishes to exchange its interest in such Restricted Global Note for an interest in the a Regulation S Global Note, or to transfer its such interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, effected only in accordance with the provisions of this clause subclause (iib)(i) and the rules subclause (b)(vii) below and procedures of DTC, in each case subject to the extent applicable (the “Applicable Procedures”). Upon receipt by the Registrar from the Trustee, as Transfer Agent Agent, of (A) written instructions an order given by the Depositary or its authorized representative directing the Registrar to credit or cause to be credited an that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member’s account and to cause to be debited an that a beneficial interest in the Restricted Global Note in such an equal principal amount be debited from another specified principal amount, Agent Member’s account and (B) a certificate Regulation S Certificate, substantially in the form of Exhibit B attached as Annex A hereto given and duly executed 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred or his attorney duly authorized in a transaction permitted by Rule 144writing, then the Registrar Trustee, as Transfer Agent, but subject to subclause (b)(vii) below, shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate such specified principal amount of the interest as provided in the Restricted Global Note to be exchanged or transferred.Section 3.5(c). (ii)

Restricted Global Note to Regulation S Global Note. If the holder Holder of a beneficial interest in the Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, amount and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferredexchanged.

Restricted Global Note to Regulation S Global Note. If the holder owner of a beneficial interest in the a Restricted Global Note of either series at any time wishes to exchange its interest in such Restricted Global Note for an interest in the a Regulation S Global NoteNote of such series, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global NoteNote of such series, such transfer or exchange may be effected, effected only in accordance with this clause (ii) and the rules and procedures of DTCthe Depositary, in each case to the extent applicable (the “Applicable Procedures”)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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the a Restricted Global Note of such series in such specified principal amount, and (B) a certificate in the form of Exhibit B B-1 attached hereto hereto, in the case of the 2022 Notes, or Exhibit B-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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the such Restricted Global Note and shall cause DTC the Depositary to increase or cause to be increased the principal amount of the such Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferredexchanged.

Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the a Restricted Global Note of either series at any time wishes to exchange its interest in such Restricted Global Note for an interest in the a Regulation S Global NoteNote of such series, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTC, in each case DTC to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the applicable Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the such Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the applicable Regulation S Global Note by the aggregate principal amount of the interest in the such Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder Holder of a beneficial interest in the a Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the a Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Note, such transfer or exchange may be effected, effected only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (the “Applicable Procedures”)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 a Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the a Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar Trustee shall reduce or cause to be reduced the principal amount of the such Restricted Global Note and the Trustee shall cause DTC to increase or cause to be increased the principal amount of the such Regulation S Global Note by the aggregate principal amount of the interest in the such Restricted Global Note to be exchanged or transferredexchanged.

Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B ​ ​ 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Dollar Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder Holder of a beneficial interest in the Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (the “Applicable Procedures”)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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferredexchanged.

Restricted Global Note to Regulation S Global Note. If the a holder of a beneficial interest in the a Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, transfer all or to transfer a part of its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effectedholder may, only in accordance with this clause (ii) subject to the terms hereof and the rules and procedures of DTCEuroclear, Clearstream or the Clearing Agency, as the case may be, exchange or cause the exchange of such interest for an equivalent beneficial interest in each case to a Regulation S Global Note of the extent applicable (the “Applicable Procedures”)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 Registrar Indenture Trustee, as Note Registrar, to credit or cause to be credited an interest in the aggregate principal amount of such Regulation S 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 Restricted Global Note in such specified principal amountbut not less than the minimum denomination applicable to the related Class of Notes to be exchanged, and (B) a certificate substantially in the form of Exhibit B attached C-2 hereto given by the holder prospective transferee of such beneficial interest stating and stating, among other things, that such transferee acquiring such beneficial interest in a Regulation S Global Note is a non-U.S. Person outside the United States and such transfer of such interest has been is being made in compliance with the transfer restrictions applicable to the Global Notes and (x) pursuant to and in accordance with Rule 903 or 904 under Regulation S or (y) that of the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144Securities Act, then Euroclear, Clearstream or the Registrar shall Transfer Agent and Registrar, as the case may be, will instruct the Clearing Agency to reduce or cause to be reduced the aggregate principal amount of the such Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the such Restricted Global Note to be exchanged or transferred, increase the aggregate principal amount of the Regulation S Global Note specified in such instructions by an aggregate principal amount equal to such reduction in the aggregate principal amount of the Restricted Global Note and make the corresponding adjustments to the applicable participants’ accounts.]

Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this sub-clause (ii) and the rules and procedures of DTCEuroclear and Clearstream, in each case to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global Note of either series at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global NoteNote of such series, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder of a beneficial interest in the Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this sub-clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the holder Holder of a beneficial interest in the Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (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 Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B 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 (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferredexchanged.