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

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

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

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

Temporary Regulation S Global Note or Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in the any Temporary Regulation S Global Note or the Regulation S Global Note wishes at any time wishes to transfer its such interest in the Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the a Restricted Global NoteNote of the same series, such transfer may be effected effected, subject to the Applicable Procedures and only in accordance with this clause (iii) and the Applicable ProceduresSection 3.07(2)(c). Upon receipt by the Registrar from the Transfer Agent Trustee, as Notes Registrar, at its office in The City of New York of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Registrar Trustee to credit or cause to be credited an to the account of a specified Agent Member a beneficial interest in the such Restricted Global Note in a specified principal amount and equal to cause to be debited an that of the beneficial interest in the such Temporary Regulation S Global Note or Regulation S Global Note to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (3) with respect to a transfer of a beneficial interest in such specified principal amount and (B) Temporary Regulation S Global Note or Regulation S Global Note, a certificate in substantially the form of set forth in Exhibit C attached hereto C-3 given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the Securities Act and, in such circumstances, such Opinion of Counsel as the Issuers or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject tointerest, the registration requirements of the Securities ActTrustee, then the Registrar as Notes Registrar, shall instruct the Depositary to reduce the Initial Principal Amount of such Temporary Regulation S Global Note or cause Regulation S Global Note, as the case may be, and to be reduced increase the Initial Principal Amount of such Restricted Global Note, by the principal amount of the beneficial interest in such Temporary Regulation S Global Note or Regulation S Global Note, and to increase credit or cause to be increased credited to the principal amount account of the Person specified in such instructions a beneficial interest in such Restricted Global Note by the aggregate having a principal amount equal to the amount by which the Initial Principal Amount of the interest in the such Temporary Regulation S Global Note to be exchanged or transferredRegulation S Global Note, as the case may be, was reduced upon such transfer.

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