Common use of Transfer Through an Unrestricted Global Security Clause in Contracts

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures only in accordance with this Section 207(ii). Upon receipt by the Depositary of the instructions, order and certificate set forth below, the Depositary shall promptly forward the same to the Security Registrar at the Corporate Trust Office. Upon receipt by the Security Registrar from the Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Depositary to cause to be credited to a specified Participant’s account a beneficial interest in the Unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in Exhibit F hereto given by the transferor of such beneficial interest, the Security Registrar shall (A) reduce the principal amount of the Rule 144A Global Security, and increase the principal amount of the Unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, shall instruct DTC, (x) to make corresponding reductions and increases to the transferor's beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, if then applicable, only in accordance with this Section 207(ii206(ii), provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the Regulation S Temporary Global Securities may not be made to a U.S. Person (as defined in Rule 902 of the Securities Act) or for the account or benefit of a U.S. Person except to a person who is a QIB, in a transaction meeting the requirements of Rule 144A, and otherwise meeting the requirements of Section 206(i), and who takes delivery thereof in the form of an interest in the Rule 144A Global Security. Upon receipt by the Depositary of the instructions, order and certificate set forth below, the Depositary shall promptly forward the same to the Security Registrar at the Corporate Trust Office. Upon receipt by the Security Registrar from the Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Depositary to cause to be credited to a specified Participant’s account a beneficial interest in the Unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Regulation S Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Participant, and the Euroclear or Clearstream account, if any, for which such Participant's account is held, to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in Exhibit F D hereto given by the transferor of such beneficial interest, the Security Registrar shall (A) reduce the principal amount of the Rule 144A Regulation S Global Security, and increase the principal amount of the Unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Regulation S Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, shall instruct DTC, (x) to make corresponding reductions and increases to the transferor's ’s beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Regulation S Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii5(e)(iii). Upon receipt by the Depositary U.S. Depository of the instructions, order and certificate set forth below, the Depositary U.S. Depository shall promptly forward the same to the Security Registrar Transfer Agent at the Corporate Trust Office. Upon receipt by the Security Registrar Transfer Agent from the Depositary U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant an Agent Member directing the Depositary U.S. Depository to cause to be credited to a specified ParticipantAgent Member’s account a beneficial interest in the Unrestricted unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Agent Members to be credited with, and the account of the Participant Agent Members to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in or contemplated by Exhibit F hereto G given by the transferor of such beneficial interest, the Security Registrar Transfer Agent shall (A) reduce the principal amount of the Rule 144A Global Security, and increase the principal amount of the Unrestricted unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, shall instruct DTCU.S. Depository, (x) to make corresponding reductions and increases to the transferor's ’s beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii5(d)(iv). Upon receipt by the Depositary U.S. Depository of the instructions, order and certificate set forth below, the Depositary U.S. Depository shall promptly forward the same to the Security Registrar Transfer Agent at the Corporate Trust Office. Upon receipt by the Security Registrar Transfer Agent from the Depositary U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant an Agent Member directing the Depositary U.S. Depository to cause to be credited to a specified ParticipantAgent Member’s account a beneficial interest in the Unrestricted unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Regulation S Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Agent Member, and the Euroclear or Clearstream account for which such Agent Member’s account is held, to be credited with, and the account of the Participant Agent Members to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in or contemplated by Exhibit F hereto D given by the transferor of such beneficial interest, the Security Registrar Transfer Agent shall (A) reduce the principal amount of the Rule 144A Regulation S Global Security, and increase the principal amount of the Unrestricted unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Regulation S Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, shall instruct DTCU.S. Depository, (x) to make corresponding reductions and increases to the transferor's ’s beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Regulation S Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii5(d)(iv). Upon receipt by the Depositary U.S. Depository of the instructions, order and certificate set forth below, the Depositary U.S. Depository shall promptly forward the same to the Security Registrar Transfer Agent at the Corporate Trust Office. Upon receipt by the Security Registrar Transfer Agent from the Depositary U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant an Agent Member directing the Depositary U.S. Depository to cause to be credited to a specified Participant’s Agent Member's account a beneficial interest in the Unrestricted unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Regulation S Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Agent Member, and the Euroclear or Clearstream account for which such Agent Member's account is held, to be credited with, and the account of the Participant Agent Members to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in or contemplated by Exhibit F hereto D given by the transferor of such beneficial interest, the Security Registrar Transfer Agent shall (A) reduce the principal amount of the Rule 144A Regulation S Global Security, and increase the principal amount of the Unrestricted unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Regulation S Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, shall instruct DTCU.S. Depository, (x) to make corresponding reductions and increases to the transferor's beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Regulation S Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii5(e)(iii). Upon receipt by the Depositary U.S. Depository of the instructions, order and certificate set forth below, the Depositary U.S. Depository shall promptly forward the same to the Security Registrar Transfer Agent at the Corporate Trust Office. Upon receipt by the Security Registrar Transfer Agent from the Depositary U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant an Agent Member directing the Depositary U.S. Depository to cause to be credited to a specified Participant’s Agent Member's account a beneficial interest in the Unrestricted unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Agent Members to be credited with, and the account of the Participant Agent Members to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in or contemplated by Exhibit F hereto G given by the transferor of such beneficial interest, the Security Registrar Transfer Agent shall (A) reduce the principal amount of the Rule 144A Global Security, and increase the principal amount of the Unrestricted unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, shall instruct DTCU.S. Depository, (x) to make corresponding reductions and increases to the transferor's beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii307(e)(ii). Upon receipt by the Depositary of the instructions, order and certificate set forth below, the Depositary shall promptly forward the same to the Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Security Exchange Agent/Registrar from the Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Depositary to cause to be credited to a specified Participant’s 's account a beneficial interest in the Unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant (and, in the case of any such transfer pursuant to Regulation S, the Euroclear or Cedel account for which such Participant's account is held) to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in Exhibit F hereto or contem plated by Section 313(d) given by the transferor of such beneficial interest, the Security Registrar Exchange Agent/Registrar, shall (A) reduce the principal amount of the Rule 144A Global Security, and increase the principal amount of the Unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, which shall instruct DTC, DTC (x) to make corresponding reductions and increases to the transferor's beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii5(e)(iii). Upon receipt by the Depositary U.S. Depository of the instructions, order and certificate set forth below, the Depositary U.S. Depository shall promptly forward the same to the Security Registrar Transfer Agent at the Corporate Trust Office. Upon receipt by the Security Registrar Transfer Agent from the Depositary U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant an Agent Member directing the Depositary U.S. Depository to cause to be credited to a specified ParticipantAgent Member’s account a beneficial interest in the Unrestricted unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Agent Members to be credited with, and the account of the Participant Agent Members to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in or contemplated by Exhibit F hereto G given by the transferor of such beneficial interest, the Security Registrar Transfer Agent shall (A) reduce the principal amount of the Rule 144A Global Security, and increase the principal amount of the Unrestricted unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, shall instruct DTC, (x) to make corresponding reductions and increases to the transferor's beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Global Security was reduced upon such transfer.14 US-DOCS\147731181.5

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii5(d)(iv). Upon receipt by the Depositary U.S. Depository of the instructions, order and certificate set forth below, the Depositary U.S. Depository shall promptly forward the same to the Security Registrar Transfer Agent at the Corporate Trust Office. Upon receipt by the Security Registrar Transfer Agent from the Depositary U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant an Agent Member directing the Depositary U.S. Depository to cause to be credited to a specified ParticipantAgent Member’s account a beneficial interest in the Unrestricted unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Regulation S Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Agent Member, and the Euroclear or Clearstream account for which such Agent Member’s account is held, to be credited with, and the account of the Participant Agent Members to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in or contemplated by Exhibit F hereto D given by the transferor of such beneficial interest, the Security Registrar Transfer Agent shall (A) reduce the principal amount of the Rule 144A Regulation S Global Security, and increase the principal amount of the Unrestricted unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Regulation S Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, shall instruct DTCU.S. Depository, (x) to make corresponding reductions and increases to the transferor's ’s beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Regulation S Global Security was reduced upon such transfer.. (v) Beneficial Interests in Regulation S Temporary Global Securities to Definitive Securities. Notwithstanding the foregoing, a beneficial interest in a Regulation S Temporary Global Security may not be exchanged for a definitive Security or transferred to a Person who takes delivery thereof in the form of a definitive Security prior to (A) the expiration of the Distribution Compliance Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Act other than Rule 903 or Rule 904. (e) Special Provisions Regarding Transfer of Beneficial Interests in a Rule 144A Global Security The transfer of beneficial interests in a Rule 144A Global Security shall be effected in a manner not inconsistent with the following provisions:

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii3.07(d)(iv). Upon receipt by the Depositary of the instructions, order and certificate set forth below, the Depositary shall promptly forward the same to the Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Security Exchange Agent/Registrar from the Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Depositary to cause to be credited to a specified Participant’s 's account a beneficial interest in the Unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Regulation S Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Participant, and the Euroclear or Clearstream account for which such Participant's account is held, to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in Exhibit F hereto or contemplated by Section 3.13(b) given by the transferor of such beneficial interest, the Security Exchange Agent/Registrar shall (A) reduce the principal amount of the Rule 144A Regulation S Global Security, and increase the principal amount of the Unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Regulation S Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, which shall instruct DTC, (x) to make corresponding reductions and increases to the transferor's beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Regulation S Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii3.06(e)(ii). Upon receipt by the Depositary of the instructions, order and certificate set forth below, the Depositary shall promptly forward the same to the Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Security Registrar from the Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Depositary to cause to be credited to a specified Participant’s 's account a beneficial interest in the Unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant (and, in the case of any such transfer pursuant to Regulation S, the Euroclear or Cedel account for which such Participant's account is held) to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in Exhibit F hereto or contemplated by Section 3.12(c) given by the transferor of such beneficial interest, and (4) if requested by the Company or the Trustee, an opinion of counsel satisfactory to each of them, the Security Exchange Agent/Registrar shall (A) reduce the principal amount of the Rule 144A Global Security, and increase the principal amount of the Unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, shall instruct DTC, DTC (x) to make corresponding reductions and increases to the transferor's beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial sbeneficial interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii5(e)(iii). Upon receipt by the Depositary U.S. Depository of the instructions, order and certificate set forth below, the Depositary U.S. Depository shall promptly forward the same to the Security Registrar Transfer Agent at the Corporate Trust Office. Upon receipt by the Security Registrar Transfer Agent from the Depositary U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant an Agent Member directing the Depositary U.S. Depository to cause to be credited to a specified Participant’s Agent Member's account a beneficial interest in the Unrestricted unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Agent Members to be credited with, and the account of the Participant Agent Members to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in or contemplated by Exhibit F hereto G given by the transferor of such beneficial interest, the Security Registrar Transfer Agent shall (A) reduce the principal amount of the Rule 144A Global Security, and increase the principal amount of the Unrestricted unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, shall instruct DTCU.S. Depository, (x) to make corresponding reductions and increases to the transferor's beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Book-Entry Interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii309(e)(ii). Upon receipt by the Book-Entry Depositary of the instructions, order and certificate set forth below, the Book-Entry Depositary shall promptly forward the same to the Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Security Exchange Agent/Registrar from the Book-Entry Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Book-Entry Depositary to cause to be credited to a specified Participant’s 's account a beneficial interest in a Book-Entry Interest in the Unrestricted Global Security equal to that of the beneficial interest in the Book-Entry Interest in the Rule 144A Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant (and, in the case of any such transfer pursuant to Regulation S, the Euroclear or Cedel account for which such Participant's account is held) to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in Exhibit F hereto or contemplated by Section 315(d) given by the transferor of such beneficial interest, the Security Registrar Exchange Agent/Registrar, shall (A) reduce the principal amount of the Rule 144A Global Security, and increase the principal amount of the Unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Book-Entry Interest in the Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Book-Entry Depositary, which, if the Depositary is not then DTC, which shall instruct DTC, DTC in accordance with the Letter of Representations (x) to make corresponding reductions and increases to the transferor's beneficial interests Book-Entry Interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in a Book-Entry Interest in the Unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Book-Entry Interest in the Rule 144A Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii307(e)(ii). Upon receipt by the Depositary of the instructions, order and certificate set forth below, the Depositary shall promptly forward the same to the Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Security Exchange Agent/Registrar from the Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Depositary to cause to be credited to a specified Participant’s 's account a beneficial interest in the Unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred, (2) a written writ- ten order given in accordance with the Applicable Procedures containing information regarding the account of the Participant (and, in the case of any such transfer pursuant to Regulation S, the Euroclear or Cedel account for which such Participant's account is held) to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in Exhibit F hereto or contemplated by Section 313(d) given by the transferor of such beneficial interest, the Security Registrar Exchange Agent/Registrar, shall (A) reduce the principal amount of the Rule 144A Global Security, and increase the principal amount of the Unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, which shall instruct DTC, DTC (x) to make corresponding reductions and increases to the transferor's beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Global Security was reduced upon such transfer.

Transfer Through an Unrestricted Global Security. If the holder of a beneficial interest in a Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, such transfer may be effected, subject to the Applicable Procedures Procedures, only in accordance with this Section 207(ii3.07(e)(ii). Upon receipt by the Depositary of the instructions, order and certificate set forth below, the Depositary shall promptly forward the same to the Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Security Exchange Agent/Registrar from the Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Participant directing the Depositary to cause to be credited to a specified Participant’s 's account a beneficial interest in the Unrestricted Global Security equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (3) a certificate substantially in the form set forth in Exhibit F hereto or contemplated by Section 3.13(e) given by the transferor of such beneficial interest, the Security Exchange Agent/Registrar shall (A) reduce the principal amount of the Rule 144A Global Security, and increase the principal amount of the Unrestricted Global Security, in each case by an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsements on Schedule I A of the respective Global Securities and (B) instruct the applicable Depositary, which, if the Depositary is not then DTC, which shall instruct DTC, (x) to make corresponding reductions and increases to the transferor's beneficial interests in the respective Global Securities and (y) to cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Unrestricted Global Security having a principal amount equal to the amount by which the principal amount of the Rule 144A Global Security was reduced upon such transfer.