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

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i206(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office a Transfer Agent of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with of Euroclear or Clearstream Clearstream, Luxembourg or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If Subject to Section 201(d), if the owner holder of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the rules and procedures of the Depositary, Euroclear and Clearstream, in each case to the extent applicable (the “Applicable Procedures”), only in accordance with the provisions of this Section 203(b)(isubclause 305(b)(1). Upon receipt by the Trustee, as Security Note Registrar, at the Corporate Trust Office of (las applicable) (A) written instructions given in accordance with the Applicable Procedures from any member of, or direct participants in, the Agent Member, whose account is to be debited Depositary (an “Agent Member TransferorMembers”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified Agent Member’s account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a such Regulation S Global Note in a principal amount equal to that of the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)and debited, (2B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amount, such beneficial interest and (3C) a certificate Regulation S Certificate, substantially in substantially the form set forth in Annex A of Exhibit B hereto given by the Owner Transferorholder of such beneficial interest, the principal amount of such Restricted Global Note shall be reduced, and the principal amount of such Regulation S Global Note shall be increased, by the principal amount of the beneficial interest in the Restricted Global Note to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Security Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to reduce the principal amount of the Restricted Global Note, make a corresponding adjustment to its records and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, credit or cause to be credited to, to the account of the Person specified in such instructions (which shall be the Agent Member Transferee for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount so transferred and debit or cause to be debited the Restricted Global Transferred AmountNote.

Restricted Global Note to Regulation S Global Note. If Subject to Section 201(e), if the owner holder of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the rules and procedures of the Depositary, Euroclear and Clearstream, in each case to the extent applicable (the “Applicable Procedures”), only in accordance with the provisions of this Section 203(b)(isubclause 305(b)(1). Upon receipt by the Trustee, as Security Note Registrar, at the Corporate Trust Office of (las applicable) (A) written instructions given in accordance with the Applicable Procedures from any member of, or direct participants in, the Agent Member, whose account is to be debited Depositary (an “Agent Member TransferorMembers”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified Agent Member’s account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a such Regulation S Global Note in a principal amount equal to that of the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)and debited, (2B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amount, such beneficial interest and (3C) a certificate Regulation S Certificate, substantially in substantially the form set forth in Annex A of Exhibit B hereto given by the Owner Transferorholder of such beneficial interest, the principal amount of such Restricted Global Note shall be reduced, and the principal amount of such Regulation S Global Note shall be increased, by the principal amount of the beneficial interest in the Restricted Global Note to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Security Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to reduce the principal amount of the Restricted Global Note, make a corresponding adjustment to its records and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, credit or cause to be credited to, to the account of the Person specified in such instructions (which shall be the Agent Member Transferee for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount so transferred and debit or cause to be debited the Restricted Global Transferred AmountNote.

Restricted Global Note to Regulation S Global Note. If the owner holder of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the rules and procedures of the Depository for such Global Note, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 203(b)(i2.07(c)(v)(B). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l1) written instructions given in accordance with the Applicable Procedures from a member of, or participant in, the Depository for such Restricted Global Note (each, an "Agent Member, whose account is to be debited (an “Agent Member Transferor”") with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified Agent Member's account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to that of the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amount, such beneficial interest and (3) a an appropriately completed certificate in substantially the form set forth in Annex A hereto or contemplated by Section 2.13(a) given by the Owner Transferorholder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary Depository for such Notes to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in the Restricted Global Transferred AmountNote to be so transferred, and to credit, credit or cause to be credited to, to the account of the Person specified in such instructions (which shall be the Agent Member Transferee for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount by which the principal amount of the Restricted Global Transferred AmountNote was reduced upon such transfer.

Restricted Global Note to Regulation S Global Note. If the If, at any time, an owner of a beneficial interest (an “Owner Transferor”) in a the Restricted Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to transfer such beneficial its interest in the Restricted Global Note to a Person (an “Owner Transferee”) who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in a the Regulation S Global Note, such transfer may be effectedowner shall, subject to the Applicable ProceduresProcedures and any transfer restrictions under applicable law, only exchange or cause the exchange of such beneficial interest for an equivalent beneficial interest in accordance with the provisions of Regulation S Global Note as provided in this Section 203(b)(i312(1). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office Trustee of (la) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a the Regulation S Global Note note in a principal an amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)exchanged, (2b) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member Transferee Depositary to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amountwith such increase, and (3c) a certificate substantially in substantially the form set forth in Annex A of Exhibit A-1 hereto given by the Owner Transferorowner of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of the Restricted Global Note, Note and to increase or cause to be increased the aggregate principal amount of the Regulation S Global Note, Note by the principal amount of the beneficial interest in the Restricted Global Transferred AmountNote to be exchanged, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee Person specified in such instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount of the Restricted Global Note, and to debit, or cause to be debited todebited, from the account of the Agent Member Transferor a Person making such exchange or transfer the beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred AmountNote that is being exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the owner a holder of a beneficial interest (an “Owner Transferor”) in a the Restricted Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time 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 beneficial interest Restricted Global Note to a Person (an “Owner Transferee”) who wishes is required to take delivery thereof in the form of a beneficial an interest in a the Regulation S Global Note, such transfer may be effectedholder may, subject to the Applicable Proceduresrules and procedures of the Depositary and the Common Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Regulation S Global Note only in accordance with the provisions of this Section 203(b)(iclause (ii). Upon receipt by the Trustee, as Security Registrar, Registrar at the Corporate Trust Office its office in The City of New York of (lA) written instructions given by or on behalf of the Depositary in accordance with the Applicable Procedures from rules and procedures of the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to Depositary and the Restricted Global NoteCommon Depositary, directing the Trustee, as Security Registrar, Registrar to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a the Regulation S Global Note in a principal an amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)exchanged, (2B) a written order given in accordance with the Applicable Procedures rules and procedures of the Depositary containing information regarding the participant account of the Agent Member Transferee Depositary and the Euroclear or Clearstream, Luxembourg, account to be credited withwith such increase, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3C) a certificate in substantially the form set forth in Annex A of Exhibit C attached hereto given by the Owner Transferorholder 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 (1) pursuant to and in accordance with Regulation S or (2) that the Note being transferred is being transferred in a transaction permitted by Rule 144 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 Trusteeregistration requirements of the Securities Act, as Security Registrar, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Note, Note and shall instruct the Common Depositary to increase or cause to be increased the principal amount of the Regulation S Global Note, Note by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account aggregate principal amount of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal Note to the Restricted Global Transferred Amountbe exchanged.

Restricted Global Note to Regulation S Global Note. If the owner Holder of a beneficial interest (an “Owner Transferor”) in a any Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global NoteNote of the same Series, such transfer may be effected, subject to the Applicable Procedures, Procedures and only in accordance with the provisions of this Section 203(b)(i2.9.(b)(ii). Upon receipt by the Trustee, as Security RegistrarTransfer Agent, at its office in the Corporate Trust Office City of New York of (l1) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified Agent Member's account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a such Regulation S Global Note in a principal amount equal to that of the beneficial interest in the such Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and the Euroclear or Cedel account, as the case may be, for which such Agent Member's account is held) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amountsuch beneficial interest, and (3) a certificate in substantially the form set forth in Annex A hereto of Exhibit B given by the Owner TransferorHolder of such beneficial interest, the Trustee, as Security Registrar, Trustee shall instruct the Depositary therefor to reduce the principal amount of the such Restricted Global Note, and to increase the principal amount of the such Regulation S 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 Restricted Global Transferred AmountNote to be so transferred, and to credit, credit or cause to be credited to, to the account of the person specified in such instructions (which shall be the Agent Member Transferee for Euroclear or Cedel or both, as the case may be) a beneficial interest in the such Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Transferred AmountNote was reduced upon such transfer.

Restricted Global Note to Regulation S Global Note. If the owner holder of a beneficial interest (an “Owner Transferor”) in a any Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global NoteNote of the same Series and of like tenor, such transfer may be effected, subject to the rules and procedures of the U.S. Depositary therefor, Euroclear, Clearstream, Luxembourg or Clearstream, Frankfurt, in each case to the extent applicable (the “Applicable Procedures, ”) and only in accordance with the provisions of this Section 203(b)(i6(b)(ii). Upon receipt by the TrusteeFiscal Agent, as Security RegistrarTransfer Agent, at the Corporate Trust Office its office in The City of New York of (l1) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Fiscal Agent to credit or cause to be credited to a specified Agent Member’s account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a such Regulation S Global Note in a principal amount equal to that of the beneficial interest in the such Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and the Euroclear, Clearstream, Luxembourg or Clearstream, Frankfurt account, as the case may be, for which such Agent Member’s account is held) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amountsuch beneficial interest, and (3) a certificate in substantially the form set forth in Annex A of Exhibit F attached hereto given by the Owner Transferorholder of such beneficial interest, the TrusteeFiscal Agent, as Security RegistrarTransfer Agent, shall instruct the U.S. Depositary therefor to reduce the principal amount of the such Restricted Global Note, and to increase the principal amount of the such Regulation S 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 Restricted Global Transferred AmountNote to be so transferred, and to credit, credit or cause to be credited to, to the account of the person specified in such instructions (which shall be the Agent Member Transferee for any one or more than one of Euroclear, Clearstream, Luxembourg or Clearstream, Frankfurt, as the case may be) a beneficial interest in the such Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Transferred AmountNote was reduced upon such transfer.

Restricted Global Note to Regulation S Global Note. If Subject to Section 201(e), if the owner holder of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the rules and procedures of the Depositary, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 203(b)(isubclause 305(b)(2)(A). Upon receipt by the Trustee, as Security Note Registrar, at the Corporate Trust Office of (las applicable) (A) written instructions given in accordance with the Applicable Procedures from any member of, or direct participants in, the Depositary ("Agent Member, whose account is to be debited (an “Agent Member Transferor”Members") with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified Agent Member's account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a such Regulation S Global Note in a principal amount equal to that of the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)and debited, (2B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amount, such beneficial interest and (3C) a certificate Regulation S Certificate, substantially in substantially the form set forth in Annex A of Exhibit B hereto given by the Owner Transferorholder of such beneficial interest, the principal amount of such Restricted Global Note shall be reduced, and the principal amount of such Regulation S Global Note shall be increased, by the principal amount of the beneficial interest in the Restricted Global Note to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Security Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to reduce the principal amount of the Restricted Global Note, make a corresponding adjustment to its records and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, credit or cause to be credited to, to the account of the Person Indenture specified in such instructions (which shall be the Agent Member Transferee for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount so transferred and debit or cause to be debited the Restricted Global Transferred AmountNote.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i210(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with of Euroclear or Clearstream Clearstream, Luxembourg or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner holder of a beneficial interest (an “Owner Transferor”) in a any Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a the Regulation S Global NoteNote of the same series, such transfer may be effected, subject to the Applicable Procedures, Procedures and only in accordance with the provisions of this Section 203(b)(i3.07(2)(b). Upon receipt by the Trustee, as Security Notes Registrar, at the Corporate Trust Office its office in The City of New York of (l1) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to the account of a specified Agent Member's account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a such Regulation S Global Note in a principal amount equal to that of the beneficial interest in the such Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and, in the case of any such transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be, for which such Agent Member's beneficial interest is held) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amountsuch beneficial interest, and (3) a certificate in substantially the form set forth in Annex A hereto Exhibit C-2 given by the Owner Transferorholder of such beneficial interest, the Trustee, as Security Notes Registrar, shall instruct the Depositary to reduce the principal amount Initial Principal Amount of the such Restricted Global Note, and to increase the principal amount Initial Principal Amount of the such Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Transferred AmountNote to be so transferred, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee Person specified in such instructions a beneficial interest in the such Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount by which the Initial Principal Amount of the Restricted Global Transferred AmountNote was reduced upon such transfer.

Restricted Global Note to Regulation S Global Note. If the owner holder of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) person who wishes to take delivery thereof acquire the same in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the rules and procedures of the Depositary for such Global Note, Euroclear and Clearstream, Luxembourg, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 203(b)(i)2.7(c)(v)(B) and Section 2.7(c)(v)(G) below. Upon receipt by the Trustee, as Security Registrar, Registrar at the Corporate Trust Office of (l1) written instructions given in accordance with the Applicable Procedures from a member of, or participant in, the Depositary for such Global Note (each, an "Agent Member, whose account is to be debited (an “Agent Member Transferor”") with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Registrar to credit or cause to be credited to a specified Agent Member's account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to that of the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and the Euroclear or Clearstream, Luxembourg account, as the case may be) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amount, such beneficial interest and (3) a an appropriately completed certificate in substantially the form set forth in Annex A hereto or contemplated by Section 2.13(a) hereof given by the Owner Transferorholder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary for such Notes to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in the Restricted Global Transferred AmountNote to be so transferred, and to credit, credit or cause to be credited to, to the account of the Person specified in such instructions (which shall be the Agent Member Transferee for Euroclear or Clearstream, Luxembourg or both, as the case may be) a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount by which the principal amount of the Restricted Global Transferred AmountNote was reduced upon such transfer.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i205(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with of Euroclear or Clearstream Clearstream, Luxembourg or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If Following the owner earlier of the consummation of the Exchange Offer or the transfer of a Note pursuant to a Shelf Registration Statement that results in beneficial interests in such Note being reflected in the Exchange Global Note, if the Holder of a beneficial interest (an “Owner Transferor”) in a the Restricted Global Note wishes at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Exchange Global Note, or to transfer its interest in such beneficial interest Restricted Global Note to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a the Regulation S Global Note, such transfer or exchange, if not effected pursuant to Section 2.06(a), may be effected, subject to the Applicable Procedures, only in accordance with this clause (iv) and the provisions of this Section 203(b)(i)Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, at Registrar from the Corporate Trust Office Transfer Agent of (lA) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Registrar to credit or cause to be credited to an interest in the Exchange Global Note in a specified account of another Agent Member principal amount and (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or bothB) 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 (x) pursuant to and in accordance with Regulation S or (y) that the 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 to increase or cause to be increased the principal amount of the Regulation S Global Note in a by the aggregate principal amount equal to of the beneficial interest in the Restricted Global Note to be so exchanged or transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding Procedures. Upon receipt by the account Registrar from the Transfer Agent of (A) instructions directing the Agent Member Transferee Registrar to credit or cause to be credited with, an interest in the Regulation S Global Note in a specified principal amount and the Agent Member Transferor to cause to be debited by, an interest in the Restricted Global Transferred AmountNote in such specified principal amount, and (3B) a certificate in substantially the form set forth in Annex A of Exhibit C attached hereto given by the Owner TransferorHolder 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 Note being transferred is being transferred in a transaction permitted by Rule 144, then the Trustee, as Security Registrar, Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Restricted Global Note, Note and to increase or cause to be increased the principal amount of the Regulation S Global Note, Note by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account aggregate principal amount of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal Note to the Restricted Global Transferred Amountbe exchanged.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time time, whether before or after the expiration of the Distribution Compliance Period, to transfer such beneficial interest to a Person person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i2.07(a)(i). “Applicable Procedures” means, with respect to any transfer or exchange of a beneficial interest in a Global Note, the rules and procedures of DTC, Euroclear and Clearstream, Luxembourg to the extent the same are applicable to such transfer or exchange and shall be complied with by any Holder or any party which has a beneficial interest in a Global Note. Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office Registrar of (l1) written instructions given in accordance with the Applicable Procedures from the an Agent Member, Member whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, Note directing the Trustee, as Security Registrar, Registrar to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amount, Amount and (3) a certificate in substantially the form set forth in Annex A hereto Exhibit B given by the Owner Transferor, the Trustee, as Security Registrar, Registrar shall instruct the Depositary DTC to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee a beneficial interest in the such Regulation S Global Note, and to debit, debit or cause to be debited to, to the account of the Agent Member Transferor a beneficial interest in the such Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred AmountRule 000X Xxxxxxxxxxx Xxxxxx.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a any Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global NoteNote of the same Series, such transfer may be effected, subject to the Applicable Procedures, Procedures and only in accordance with the provisions of this Section 203(b)(i2.10(b)(ii). Upon receipt by the Trustee, as Security RegistrarTransfer Agent, at the Corporate Trust Office its office in The City of New York of (lA) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified Agent Member’s account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a such Regulation S Global Note in a principal amount equal to that of the beneficial interest in the such Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (which, until the end of the Restricted Period for such Regulation S Global Note, shall be Euroclear or Cedel Bank or an Agent Member acting for Euroclear or Cedel Bank) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amountsuch beneficial interest, and (3C) a certificate in substantially the form set forth in Annex A hereto of Exhibit B given by the Owner Transferorowner of such beneficial interest, the Trustee, as Security Registrar, Trustee shall instruct the Depositary therefor to reduce the principal amount of the such Restricted Global Note, and to increase the principal amount of the such Regulation S 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 Restricted Global Transferred AmountNote to be so transferred, and to credit, credit or cause to be credited to, to the account of the person specified in such instructions (which shall be the Agent Member Transferee for Euroclear or Cedel Bank or both, as the case may be until the end of the Restricted Period for such Regulation S Global Note) a beneficial interest in the such Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Transferred AmountNote was reduced upon such transfer.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i2.07(a)(i). “Applicable Procedures” means, with respect to any transfer or exchange of a beneficial interest in a Global Note, the rules and procedures of DTC, Euroclear and Clearstream, to the extent the same are applicable to such transfer or exchange and shall be complied with by any Holder or any party which has a beneficial interest in a Global Note. Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office Registrar of (l1) written instructions given in accordance with the Applicable Procedures from the an Agent Member, Member whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, Note directing the Trustee, as Security Registrar, Registrar to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amount, Amount and (3) a certificate in substantially the form set forth in Annex A hereto Exhibit G given by the Owner Transferor, the Trustee, as Security Registrar, Registrar shall instruct the Depositary DTC to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee a beneficial interest in the such Regulation S Global Note, and to debit, debit or cause to be debited to, to the account of the Agent Member Transferor a beneficial interest in the such Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner holder of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the rules and procedures of the Depository for such Global Note, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 203(b)(i2.07(c)(v)(B). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of of (l1) written instructions given in accordance with the Applicable Procedures from a member of, or participant in, the Depository for such Restricted Global Note (each, an "Agent Member, whose account is to be debited (an “Agent Member Transferor”") with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified Agent Member's account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to that of the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amount, such beneficial interest and (3) a an appropriately completed certificate in substantially the form set forth in Annex A hereto or contemplated by Section 2.13(a) given by the Owner Transferorholder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary Depository for such Notes to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in the Restricted Global Transferred AmountNote to be so transferred, and to credit, credit or cause to be credited to, to the account of the Person specified in such instructions (which shall be the Agent Member Transferee for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount by which the principal amount of the Restricted Global Transferred AmountNote was reduced upon such transfer.

Restricted Global Note to Regulation S Global Note. If Notes of a single Tranche are issued in the owner form of a Regulation S Global Note and a Restricted Global Note, and if a holder of a beneficial interest (an “Owner Transferor”) in a the Restricted Global Note wishes at any time to transfer its interest in such beneficial interest Restricted Global Note to a Person (an “Owner Transferee”) person who wishes to take delivery thereof in the form of a beneficial an interest in a the Regulation S Global Note, such transfer may be effectedholder may, subject to the Applicable Proceduresrules and procedures of DTC, only Cedel and Euroclear, in accordance with each case to the extent applicable, and the provisions of this Section 203(b)(i7(b)(ii), transfer or cause the transfer of such interest for a beneficial interest in such Regulation S Global Note. Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office Trustee of (l1) written instructions given in accordance with the Applicable Procedures rules and procedures of DTC from an agent member of DTC directing the Agent Member, whose account is Trustee to debit or cause to be debited (an “Agent Member Transferor”) with respect to from the account of such agent member a beneficial interest in the Restricted Global Note, directing the Trustee, as Security Registrar, Note in an aggregate principal amount equal to that being transferred and to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with the agent member of DTC for Euroclear or Clearstream Cedel, or both) , as the case may be, a beneficial interest in a the Regulation S Global Note in a an aggregate principal amount equal to that of the beneficial interest in the corresponding Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2) a written order given by the holder of such beneficial interest in accordance with the Applicable Procedures rules and procedures of DTC containing information regarding the Euroclear or Cedel account of the Agent Member Transferee to be credited with, with such increase and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amountname of such account, and (3) a certificate in substantially the form set forth in Annex A of Exhibit H hereto given by the Owner Transferorholder of such beneficial interest to be transferred, the TrusteeTrustee shall instruct DTC, its nominee or the custodian for DTC, as Security Registrarapplicable, to reduce or reflect on its records a reduction of such Restricted Global Note by the aggregate principal amount of the beneficial interest in such Restricted Global Note to be so transferred by debiting or causing to be debited the account of the agent member giving such instructions and the Trustee shall instruct DTC, its nominee or the Depositary custodian for DTC, as applicable, concurrently with such reduction, to reduce increase or reflect on its records an increase of the principal amount of such Regulation S Global Note by the Restricted Global Note, and to increase the aggregate principal amount of the Regulation S Global Note, by the beneficial interest in such Restricted Global Transferred AmountNote to be so transferred, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee person specified in such instructions (which shall be the agent member of DTC for Euroclear or Cedel, or both, as the case may be) a beneficial interest in the Regulation S Global Note, and Note equal to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest reduction in the principal amount of such Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i206(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with of Euroclear or Clearstream Clearstream, Luxembourg or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(iClause 2.3.2(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream Clearstream, Luxembourg or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i2.7 (b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i211(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l1) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with of Euroclear or Clearstream Clearstream, Luxembourg or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner a holder of a beneficial interest (an “Owner Transferor”) in a the Restricted Global Note deposited with DTC wishes at any time 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 beneficial interest Restricted Global Note to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial an interest in a such Regulation S Global Note, such transfer may be effectedholder may, subject to the Applicable Proceduresrules and procedures of DTC and to the requirements set forth in the following sentence, only exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in accordance with the provisions of this Section 203(b)(i)such Regulation S Global Note. Upon receipt by the Trustee, as Security RegistrarTransfer Agent, at the Corporate Trust Office its office in The City of New York of (l1) written instructions given in accordance with the Applicable Procedures DTC’s procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to or on behalf of a holder of a beneficial interest in the Restricted Global Note, directing the TrusteeTrustee (via DWAC), as Security RegistrarTransfer Agent, to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a the Regulation S Global Note in a principal an amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)exchanged or transferred, (2) a written order given in accordance with the Applicable Procedures DTC’s procedures containing information regarding the Euroclear or Clearstream account of the Agent Member Transferee to be credited with, with such increase and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amountname of such account, and (3) a certificate in substantially the form set forth in Annex A hereto of Exhibit B given by the Owner Transferorholder of such beneficial interest stating that the exchange or transfer of such interest has been made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S or Rule 144 under the Securities Act, the Trustee, as Security RegistrarTransfer Agent, shall instruct promptly deliver appropriate instructions to DTC (via DWAC), its nominee, or the Depositary custodian for DTC, as the case may be, to reduce or reflect on its records a reduction of the Restricted Global Note by the aggregate principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred from the relevant participant, and the Trustee, as Transfer Agent, shall promptly deliver appropriate instructions (via DWAC) 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 Regulation S Global Note by the Restricted Global Note, and to increase the aggregate principal amount of the Regulation S Global Note, by the beneficial interest in such Restricted Global Transferred AmountNote to be so exchanged or transferred, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee Person specified in such instructions a beneficial interest in the such Regulation S Global Note, and Note equal to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest reduction in the principal amount of such Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i3.03(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office Registrar of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Registrar to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with of Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, Registrar shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If Notes of a single Tranche are issued in the form of a Regulation S Global Note and a Restricted Global Note, and if an owner of a beneficial interest (an “Owner Transferor”) in a the Restricted Global Note wishes at any time to transfer its interest in such beneficial interest Restricted Global Note to a Person (an “Owner Transferee”) person who wishes to take delivery thereof in the form of a beneficial an interest in a the Regulation S Global Note, such transfer may be effectedowner may, subject to the Applicable Proceduresrules and procedures of DTC, only Cedel Bank and Euroclear, in accordance with each case to the extent applicable, and the provisions of this Section 203(b)(i6(b)(ii), transfer or cause the transfer of such interest for an equivalent beneficial interest in such Regulation S Global Note. Upon receipt by the TrusteeCo-Registrar, as Security RegistrarTransfer Agent, at the Corporate Trust Office of (l1) written instructions given in accordance with the Applicable Procedures rules and procedures of DTC from an agent member of DTC directing the Agent Member, whose account is Co-Registrar to debit or cause to be debited (an “Agent Member Transferor”) with respect to from the account of such agent member a beneficial interest in the Restricted Global Note, directing the Trustee, as Security Registrar, Note in an aggregate principal amount equal to that being transferred and to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with the agent member of DTC for Euroclear or Clearstream Cedel Bank, or both) , as the case may be, a beneficial interest in a the Regulation S Global Note in a an aggregate principal amount equal to that of the beneficial interest in the corresponding Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2) a written order given by the owner of such beneficial interest in accordance with the Applicable Procedures rules and procedures of DTC containing information regarding the Euroclear or Cedel Bank account of the Agent Member Transferee to be credited with, with such increase and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amountname of such account, and (3) a certificate in substantially the form set forth in Annex A of Exhibit C hereto given by the Owner Transferorowner of such beneficial interest to be transferred, the TrusteeCo-Registrar, as Security RegistrarTransfer Agent, shall instruct DTC, its nominee or the Depositary custodian for DTC, as applicable, to reduce or reflect on its records a reduction of such Restricted Global Note by the aggregate principal amount of the beneficial interest in such Restricted Global Note to be so transferred by debiting or causing to be debited the account of the agent member of DTC giving such instructions and the Co-Registrar, as Transfer Agent, shall instruct DTC, its nominee or the custodian for DTC, as applicable, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Regulation S Global Note by the Restricted Global Note, and to increase the aggregate principal amount of the Regulation S Global Note, by the beneficial interest in such Restricted Global Transferred AmountNote to be so transferred, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee person specified in such instructions (which shall be the agent member of DTC for Euroclear or Cedel Bank, or both, as the case may be) a beneficial interest in the Regulation S Global Note, and Note equal to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest reduction in the principal amount of such Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner holder of a beneficial interest (an “Owner Transferor”) in a any Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a the Regulation S Global NoteNote of the same series, such transfer may be effected, subject to the Applicable Procedures, Procedures and only in accordance with the provisions of this Section 203(b)(i3.07(2)(b). Upon receipt by the Trustee, as Security Notes Registrar, at the Corporate Trust Office its office in The City of New York of (l1) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to the account of a specified Agent Member’s account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a such Regulation S Global Note in a principal amount equal to that of the beneficial interest in the such Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and, in the case of any such transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be, for which such Agent Member’s beneficial interest is held) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amountsuch beneficial interest, and (3) a certificate in substantially the form set forth in Annex A hereto Exhibit C-2 given by the Owner Transferorholder of such beneficial interest, the Trustee, as Security Notes Registrar, shall instruct the Depositary to reduce the principal amount Initial Principal Amount of the such Restricted Global Note, and to increase the principal amount Initial Principal Amount of the such Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Transferred AmountNote to be so transferred, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee Person specified in such instructions a beneficial interest in the such Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount by which the Initial Principal Amount of the Restricted Global Transferred Amount.Note was reduced upon such transfer. Table of Contents

Restricted Global Note to Regulation S Global Note. If the owner holder of a beneficial interest (an “Owner Transferor”) in a any Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, Procedures and only in accordance with the provisions of this Section 203(b)(i)0. Upon receipt by the Trustee, as Security Registrar, at the its Corporate Trust Office of (l1) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified Agent Member's account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a such Regulation S Global Note in a principal amount equal to that of the beneficial interest in the such Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and the Euroclear or Clearstream, Luxembourg account, as the case may be, for which such Agent Member's account is held) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amountsuch beneficial interest, and (3) a certificate in substantially the form set forth in Annex A hereto Regulation S Certificate given by the Owner Transferorholder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary relevant Depositaries to reduce the principal amount of the such Restricted Global Note, Note and to increase the principal amount of the such Regulation S Global Note (and shall make an appropriate notation on Schedule A of each such Note, ) by the principal amount of the beneficial interest in such Restricted Global Transferred Amount, Note to be so transferred and to credit, credit or cause to be credited to, to the account of the person specified in such instructions (which shall be the Agent Member Transferee for any one or more than one of Euroclear and Clearstream, Luxembourg, as the case may be) a beneficial interest in the such Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Transferred AmountNote was reduced upon such transfer.

Restricted Global Note to Regulation S Global Note. If the If, at any time, an owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note deposited with the Depository (or the Trustee as custodian for the Depository) wishes at any time to transfer such its beneficial interest in such Restricted Global Note to a Person (an “Owner Transferee”) who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in a Regulation S Global Note, such transfer may be effectedowner shall, subject to the Applicable ProceduresDepository's procedures, only in accordance with the provisions of this Section 203(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit exchange or cause to be credited to a specified account the exchange of another Agent Member (such interest for an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a equivalent beneficial interest in a Regulation S Global Note as provided in this Section 2.03(a)(i). Upon receipt by the Trustee of (1) instructions given in accordance with the Depository's procedures from an Agent Member directing the Trustee to credit or cause to be credited a principal beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)exchanged, (2) a written order given in accordance with the Applicable Procedures Depository's procedures containing information regarding the Agent Member account of the Agent Member Transferee Depository and the Euroclear or Cedel account to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amountwith such increase, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferorowner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restriction applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Security Registrar, Registrar shall instruct the Depositary Depository to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Restricted Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Restricted Global NoteNote to be exchanged or transferred, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee Person specified in such instructions, a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Restricted Global Note, and to debit, or cause to be debited todebited, from the account of the Agent Member Transferor a Person making such exchange or transfer the beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred AmountNote that is being exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i205(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office a Transfer Agent of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with of Euroclear or Clearstream Clearstream, Luxembourg or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, Trustee shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “"Owner Transferor”") in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “"Owner Transferee”") who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “"Agent Member Transferor”") with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member (an “"Agent Member Transferee”") (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “"Restricted Global Transferred Amount”"), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.

Restricted Global Note to Regulation S Global Note. If the If, at any time, an owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to transfer its interest in such beneficial interest Restricted Global Note to a Person (an “Owner Transferee”) who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in a Regulation S Global Note, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with the provisions of a Regulation S Global Note as provided in this Section 203(b)(i2.6(a)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office Trustee of (l1) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a the Regulation S Global Note in a principal an amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member Transferee Depositary and, if applicable, the Euroclear or Cedel account to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amountwith such increase, and (3) a certificate in substantially the form set forth in Annex A of Exhibit B-1 hereto given by the Owner Transferorowner 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Security Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Restricted Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Restricted Global NoteNote to be exchanged, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee Person specified in such instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Restricted Global Note, and to debit, or cause to be debited todebited, from the account of the Agent Member Transferor a Person making such exchange or transfer the beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred AmountNote that is being exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If Subject to Section 201(e), if the owner holder of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the rules and procedures of the Depositary, Euroclear and Clearstream, in each case to the extent applicable (the “Applicable Procedures”), only in accordance with the provisions of this Section 203(b)(isubclause 305(b)(2)(A). Upon receipt by the Trustee, as Security Note Registrar, at the Corporate Trust Office of (las applicable) (A) written instructions given in accordance with the Applicable Procedures from any member of, or direct participants in, the Agent Member, whose account is to be debited Depositary (an “Agent Member TransferorMembers”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified Agent Member’s account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a such Regulation S Global Note in a principal amount equal to that of the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)and debited, (2B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member Transferor to be debited byfor, the Restricted Global Transferred Amount, such beneficial interest and (3C) a certificate Regulation S Certificate, substantially in substantially the form set forth in Annex A of Exhibit B hereto given by the Owner Transferorholder of such beneficial interest, the principal amount of such Restricted Global Note shall be reduced, and the principal amount of such Regulation S Global Note shall be increased, by the principal amount of the beneficial interest in the Restricted Global Note to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Security Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to reduce the principal amount of the Restricted Global Note, make a corresponding adjustment to its records and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, credit or cause to be credited to, to the account of the Person specified in such instructions (which shall be the Agent Member Transferee for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case Note having a principal amount equal to the amount so transferred and debit or cause to be debited the Restricted Global Transferred AmountNote.

Restricted Global Note to Regulation S Global Note. If the If, at any ---------- ------ ---- -- ---------- - ------ ---- time, an owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to transfer its interest in such beneficial interest Restricted Global Note to a Person (an “Owner Transferee”) who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in a Regulation S Global Note, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with the provisions of a Regulation S Global Note as provided in this Section 203(b)(i2.6(a)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office Trustee of (l1) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a the Regulation S Global Note in a principal an amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”)exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member Transferee Depositary and, if applicable, the Euroclear or Cedel account to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amountwith such increase, and (3) a certificate in substantially the form set forth in Annex A of Exhibit B-1 hereto given by the Owner Transferorowner 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Security Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Restricted Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Restricted Global NoteNote to be exchanged, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, credit or cause to be credited to, to the account of the Agent Member Transferee Person specified in such instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Restricted Global Note, and to debit, or cause to be debited todebited, from the account of the Agent Member Transferor a Person making such exchange or transfer the beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred AmountNote that is being exchanged or transferred.

Restricted Global Note to Regulation S Global Note. If the owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Note wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 203(b)(i2.3.2(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (l) written instructions given in accordance with the Applicable Procedures from the Agent Member, whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Note, directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Note in a principal amount equal to the beneficial interest in the Restricted Global Note to be so transferred (the “Restricted Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the Agent Member Transferor to be debited by, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex A hereto given by the Owner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee a beneficial interest in the Regulation S Global Note, and to debit, or cause to be debited to, the account of the Agent Member Transferor a beneficial interest in the Restricted Global Note, in each case having a principal amount equal to the Restricted Global Transferred Amount.