Common use of Transfers Pursuant to Regulation S Clause in Contracts

Transfers Pursuant to Regulation S. The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Security pursuant to Regulation S: (i) The Registrar shall register any proposed transfer of a Transfer Restricted Security by a Holder if (x) the requested transfer is at least two years after the Issue Date with respect to such Transfer Restricted Security and at least three months after the last date such Holder was an affiliate of the Company or (y) upon receipt of a letter substantially in the form set forth in Exhibit G hereto from the proposed transferor. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global Security, upon receipt by the Registrar of (x) the letter, if any, required by paragraph (i) above and (y) instructions in accordance with the Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the beneficial interest in such U.S. Global Security to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the applicable U.S. Global Security.

Transfers Pursuant to Regulation S. The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Security Note pursuant to Regulation S: (i) The Registrar shall register any proposed transfer of a Transfer Restricted Security Note pursuant to Regulation S by a Holder if (x) the requested transfer is at least two years after the Issue Date with respect to such Transfer Restricted Security and at least three months after the last date such Holder was an affiliate of the Company or (y) upon receipt of (1) an appropriately completed certificate of transfer in the form attached to the Note and (2) a letter substantially in the form set forth in Exhibit G C-1 (in the case of the 2024 Notes) hereto or Exhibit C-2 (in the case of the 2027 Notes) hereto from the proposed transferor. (ii) If the proposed transferor transferee is an Agent Member holding a beneficial and the Restricted Note to be transferred consists of an interest in a U.S. QIB Global Security, upon receipt by the Registrar of (x1) the letter, if any, letter required by paragraph (i) above and (y2) instructions in accordance with the Depositary's ’s and the Registrar's ’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the beneficial interest in such U.S. the QIB Global Security to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the applicable U.S. QIB Global Security.

Transfers Pursuant to Regulation S. The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Security Note pursuant to Regulation S: (i) The Registrar shall register any proposed transfer of a Transfer Restricted Security Note pursuant to Regulation S by a Holder if (x) the requested transfer is at least two years after the Issue Date with respect to such Transfer Restricted Security and at least three months after the last date such Holder was an affiliate of the Company or (y) upon receipt of (1) an appropriately completed certificate of transfer in the form attached to the Note and (2) a letter substantially in the form set forth in Exhibit G C-1 (in the case of the 2025 Notes) hereto or Exhibit C-2 (in the case of the 2028 Notes) hereto from the proposed transferor. (ii) If the proposed transferor transferee is an Agent Member holding a beneficial and the Restricted Note to be transferred consists of an interest in a U.S. QIB Global Security, upon receipt by the Registrar of (x1) the letter, if any, letter required by paragraph (i) above and (y2) instructions in accordance with the Depositary's ’s and the Registrar's ’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the beneficial interest in such U.S. the QIB Global Security to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the applicable U.S. QIB Global Security.

Transfers Pursuant to Regulation S. The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Security Note pursuant to Regulation S: (i) The Registrar shall register any proposed transfer of a Transfer Restricted Security Note pursuant to Regulation S by a Holder if (x) the requested transfer is at least two years after the Issue Date with respect to such Transfer Restricted Security and at least three months after the last date such Holder was an affiliate of the Company or (y) upon receipt of (1) an appropriately completed certificate of transfer in the form attached to the Note and (2) a letter substantially in the form set forth in Exhibit G C-1 (in the case of the 2026 Notes) hereto or Exhibit C-2 (in the case of the 2029 Notes) hereto from the proposed transferor. (ii) If the proposed transferor transferee is an Agent Member holding a beneficial and the Restricted Note to be transferred consists of an interest in a U.S. QIB Global Security, upon receipt by the Registrar of (x1) the letter, if any, letter required by paragraph (i) above and (y2) instructions in accordance with the Depositary's ’s and the Registrar's ’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the beneficial interest in such U.S. the QIB Global Security to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the applicable U.S. QIB Global Security.