Common use of Restricted Global Note to Unrestricted Global Note Clause in Contracts

Restricted Global Note to Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii). 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 Transferor directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii206(b)(ii). 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 Transferor directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with of Euroclear or Clearstream, Luxembourg) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii2.7(b)(ii). 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 Transferor directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii). 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 Transferor directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer the holder of a beneficial interest in a Restricted Global Note wishes at any time to an Owner Transferee transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii2.1.10(d)(iv). Upon receipt by (1) the Trustee, as Security Registrar, at the Corporate Trust Office Depositary of (lA) written instructions given in accordance with the Applicable Procedures from the an Agent Member Transferor directing the Trustee, as Security Registrar, Depositary to credit or cause to be credited to a specified Agent Member's account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the an Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Transferred AmountNote to be so transferred, (2B) 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 for which such Agent Member's account is held) to be credited with, and the account of the Agent Member Transferor to be debited for, the Restricted Global Transferred Amount, such beneficial interest and (3C) a certificate in substantially the form set forth in Annex B of Exhibit H-7 attached hereto given by the Owner Transferor, holder of such beneficial interest to be transferred and (2) the Note Trustee, as Security Note Registrar, at its Corporate Trust Office of (A) notification from the Depositary of the transaction described in (1) above and (B) the certificate described in (1)(C) above, the Note Trustee, as Note Registrar, shall instruct the Depositary to reduce the principal amount of the a Restricted Global Note, and to increase the principal amount of the an Unrestricted Global Note, Note by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account principal amount of the Agent Member Transferee a beneficial interest in the Unrestricted 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 NoteNote to be so transferred, and to credit or cause to be credited to the account of the Person specified in each case such instructions a beneficial interest in such Unrestricted Global 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 Unrestricted Global Note. If an Owner Transferor the holder of a beneficial interest in any Restricted Global Note wishes at any time to transfer such interest to a beneficial interest in a Restricted Global Note to an Owner Transferee person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global NoteNote of the same Series and of like tenor, such transfer may be effected, subject to the Applicable Procedures, Procedures and only in accordance with this Section 203(b)(ii6(b)(iii). 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 an Agent Member Transferor directing the Trustee, as Security Registrar, Fiscal Agent to credit or cause to be credited to a specified Agent Member’s account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the such Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Transferred AmountNote to be so 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, 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 for, the Restricted Global Transferred Amountsuch beneficial interest, and (3) a certificate in substantially the form set forth in Annex B of Exhibit G 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 Unrestricted 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 Agent Member Transferee person specified in such instructions a beneficial interest in the such Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes If, at any time to transfer time, an owner of a beneficial interest in a the Restricted Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes to transfer its interest in the Restricted Global Note to an Owner Transferee a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in an the Unrestricted Global Note, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such beneficial interest for an equivalent beneficial interest in accordance with the Unrestricted Global Note as provided in this Section 203(b)(ii312(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 an Agent Member Transferor directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the Unrestricted Global Note in a principal an amount equal to the beneficial interest in the Restricted Global Transferred AmountNote to be 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 account of the Agent Member Transferor to be debited for, the Restricted Global Transferred Amountwith such increase, and (3c) a certificate substantially in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii211(b)(ii). 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 Transferor directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with of Euroclear or Clearstream, Luxembourg or both) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii205(b)(ii). 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 Transferor directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with of Euroclear or Clearstream, Luxembourg) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii210(b)(ii). 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 Transferor directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with of Euroclear or Clearstream, Luxembourg) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer the holder of a beneficial interest in a Restricted Global Note wishes at any time to an Owner Transferee transfer such interest to a person who wishes to take delivery thereof acquire the same in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii2.7(c)(v)(C). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office Office, of (l1) written instructions given in accordance with the Applicable Procedures from the an Agent Member Transferor directing the Trustee, as Security Registrar, Registrar to credit or cause to be credited to a specified Agent Member's account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the an Unrestricted Global Note in a principal amount equal to that of the beneficial interest in the Restricted Global Transferred AmountNote to be so 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, Luxembourg account for which such Agent Member's account is held) to be credited with, and the account of the Agent Member Transferor to be debited for, the Restricted Global Transferred Amount, such beneficial interest and (3) a an appropriately completed certificate in substantially the form set forth in Annex B hereto or contemplated by Section 2.13(b) hereof given by the Owner TransferorHolder of such beneficial interest, the Trustee, as Security Registrar, 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 Unrestricted 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 Agent Member Transferee Person specified in such instructions a beneficial interest in the Unrestricted 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. Thereafter, transfers of interests in such Unrestricted Global Note shall not be subject to the foregoing requirements.

Restricted Global Note to Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii206(b)(ii). 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 Transferor directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with of Euroclear or Clearstream, Luxembourg) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii205(b)(ii). 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 Transferor directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with of Euroclear or Clearstream, Luxembourg) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor Notes of a single Tranche are issued in the form of a Regulation S Global Note and a Restricted Global Note, and if a holder of a beneficial interest in the Restricted Global Note wishes at any time to transfer a beneficial its interest in a such Restricted Global Note to an Owner Transferee a person who wishes to take delivery thereof in the form of a beneficial an interest in an the Unrestricted 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)(ii7(b)(iii), transfer or cause the transfer of such interest for a beneficial interest in such Unrestricted 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 Trustee to debit or cause to be debited from the Agent Member Transferor directing account of such member a beneficial interest in the Trustee, as Security Registrar, Restricted Global Note in an aggregate principal amount equal to that being transferred and to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the Unrestricted Global Note in a principal amount equal to the Restricted Global Transferred Amount, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account agent member of the Agent Member Transferee to be credited with, and the account of the Agent Member Transferor to be debited for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted Global Note, by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account of the Agent Member Transferee DTC a beneficial interest in the Unrestricted Global Note, in an aggregate principal amount equal to that of the beneficial interest in the corresponding Restricted Global Note to be transferred, (2) a written order given by the holder of such beneficial interest in accordance with the rules and procedures of DTC containing information regarding the participant account of DTC to be credited with such increase, and (3) a certificate in the form of Exhibit I hereto given by the holder of such beneficial interest to be transferred, the Trustee shall instruct DTC, its nominee or the 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 giving such instructions, and the Trustee 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 Unrestricted Global Note by the aggregate principal amount of the beneficial interest in such Restricted Global Note to be so transferred, and to debit, credit or cause to be debited to, credited to the account of the Agent Member Transferor agent member specified in such instructions a beneficial interest in such Unrestricted Global Note equal to the 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer the holder of a beneficial interest in a Restricted Global Note wishes at any time to an Owner Transferee transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii3.8(d)(iv). Upon receipt by (1) the Trustee, as Security Registrar, at the Corporate Trust Office Depositary of (lA) written instructions given in accordance with the Applicable Procedures from the an Agent Member Transferor directing the Trustee, as Security Registrar, Depositary to credit or cause to be credited to a specified Agent Member's account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the an Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Transferred AmountNote to be so transferred, (2B) 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, Luxembourg account for which such Agent Member's account is held) to be credited with, and the account of the Agent Member Transferor to be debited for, the Restricted Global Transferred Amount, such beneficial interest and (3C) a certificate in substantially the form set forth in Annex B of Exhibit B-6 attached hereto given by the Owner Transferorholder of such beneficial interest to be transferred and (2) the Trustee, as Registrar, at its Corporate Trust Office of (A) notification from the Depositary of the transaction described in (1) above and (B) the certificate described in (1)(C) above, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the a Restricted Global Note, and to increase the principal amount of the an Unrestricted Global Note, Note by the Restricted Global Transferred Amount, and to credit, or cause to be credited to, the account principal amount of the Agent Member Transferee a beneficial interest in the Unrestricted 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 NoteNote to be so transferred, and to credit or cause to be credited to the account of the Person specified in each case such instructions a beneficial interest in such Unrestricted Global 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 Unrestricted Global Note. If an Owner Transferor Notes of a single Tranche are issued in the form of a Regulation S Global Note and a Restricted Global Note, and if the owner of a beneficial interest in the Restricted Global Note wishes at any time to transfer a beneficial its interest in a such Restricted Global Note to an Owner Transferee a person who wishes to take delivery thereof in the form of a beneficial an interest in an the Unrestricted 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)(ii6(b)(iii), transfer or cause the transfer of such interest for an equivalent beneficial interest in such Unrestricted 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 Co-Registrar, as Transfer Agent, to debit or cause to be debited from the Agent Member Transferor directing account of such agent member a beneficial interest in the Trustee, as Security Registrar, Restricted Global Note in an aggregate principal amount equal to that being transferred and to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) agent member of DTC a beneficial interest in the Unrestricted Global Note in a an aggregate principal amount equal to that of the beneficial interest in the corresponding Restricted Global Transferred AmountNote to be 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 participant account of the Agent Member Transferee DTC to be credited with, and the account of the Agent Member Transferor to be debited for, the Restricted Global Transferred Amountwith such increase, and (3) a certificate in substantially the form set forth in Annex B of Exhibit D 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 Unrestricted Global Note by the Restricted Global Note, and to increase the aggregate principal amount of the Unrestricted 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 agent member specified in such instructions a beneficial interest in the such Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(iiClause 2.3.2(ii). 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 Transferor directing the Trustee, as Security Registrar, to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream, Luxembourg) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If If, at -------------------------------------------------- any time, an Owner Transferor wishes at any time to transfer owner of a beneficial interest in a Restricted Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes to an Owner Transferee transfer its interest in such Restricted Global Note to a person who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in an Unrestricted Global Note, such transfer may be effectedowner shall, subject to compliance with the applicable procedures described herein (the "Applicable Procedures"), only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with an Unrestricted Global Note as provided in this Section 203(b)(ii2.6(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 an Agent Member Transferor directing the Trustee, as Security Registrar, Trustee to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with Euroclear or Clearstream) a beneficial interest in the Unrestricted Global Note in a principal an amount equal to the beneficial interest in the Restricted Global Transferred AmountNote to be 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 the Euroclear or Cedel account to be credited with, and the account of the Agent Member Transferor to be debited for, the Restricted Global Transferred Amountwith such increase, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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 Unrestricted 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 Unrestricted Global Note. If an Owner Transferor wishes at any time to transfer a beneficial interest in a Restricted Global Note to an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 203(b)(ii3.03(b)(ii). 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 Transferor directing the Trustee, as Security Registrar, Registrar to credit or cause to be credited to a specified account of an Agent Member Transferee (which may but need not be an account with of Euroclear or Clearstream) a beneficial interest in the Unrestricted Global Note in a principal amount equal to 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 for, the Restricted Global Transferred Amount, and (3) a certificate in substantially the form set forth in Annex B 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 Unrestricted 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 Unrestricted 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.