Common use of Transfers to QIBs Clause in Contracts

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note to a QIB: (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit B hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in either a Regulation S Global Note, an IAI Global Note or an Other Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given 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 QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, IAI Global Note or Other Global Note, as applicable, to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note, IAI Global Note or Other Global Note, as applicable.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to a QIB:Regulation S): (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB “qualified institutional buyer” (as defined under Rule 144A (a “QIB”) if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit B hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in either a the Regulation S Global Note, an IAI Global Note or an Other Global Note, upon receipt by the Registrar of (x) the items required by paragraph subsection (i) above and (y) instructions given 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 QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, IAI Global Note or Other Global Note, as applicable, to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note, IAI Global Note or Other Global Note, as applicable.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S under the Securities Act) to a QIB: (i1) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit B heretoD from the proposed transferor. (ii2) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in either a the Regulation S Global Note, an IAI Global Note or an Other Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i1) above and (y) instructions given 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 QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, IAI Global Note or Other Global Note, as applicable, to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate a corresponding decrease in the principal amount of such Regulation S Global Note, IAI Note in an amount equal to the principal amount of the beneficial interest in such Regulation S Global Note or Other Global Note, as applicableto be so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to a QIB:Regulation S): (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit B C-1 (in the case of a 2020 Note) hereto or Exhibit C-2 (in the case of a 2023 Note) hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in either a the Regulation S Global Note, an IAI Global Note or an Other Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given 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 QIB Global Note of the applicable Series in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, IAI Global Note or Other Global Note, as applicable, of the applicable Series to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note, IAI Global Note or Other Global Note, as applicable.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to a QIB:Regulation S): (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a1) an appropriately completed certificate of transfer in the form attached to the Note and (b2) a letter substantially in the form set forth in Exhibit B B-1 (in the case of the 2025 Notes) hereto or Exhibit B-2 (in the case of the 2028 Notes) hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in either a the Regulation S Global Note, an IAI Global Note or an Other Global NoteSecurity, upon receipt by the Registrar of (x1) the items required by paragraph (i) above and (y2) instructions given 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 QIB Global Note Security in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, IAI Global Note or Other Global Note, as applicable, Security to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note, IAI Global Note or Other Global Note, as applicableSecurity.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note to a QIBQIB in accordance with Rule 144A: (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit B hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in either a the Regulation S Global Note, an IAI Global Note or an Other the IAI Global Note, upon receipt by the Registrar of (xA) the items required by paragraph the foregoing clause (i) above and (yB) instructions given 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 QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, IAI Global Note or Other IAI Global Note, as applicablethe case may be, to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note, IAI Global Note or Other IAI Global Note, as applicable.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note to a QIBQIB in accordance with Rule 144A: (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit B hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in either a the Regulation S Global Note, an IAI Global Note or an Other the IAI Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given 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 QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, IAI Global Note or Other IAI Global Note, as applicablethe case may be, to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note, IAI Global Note or Other IAI Global Note, as applicable.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of beneficial interests in a Transfer Restricted Note (other than pursuant to a QIB:Regulation S): (iA) The Security Registrar shall register the transfer of a Transfer beneficial interest in a Restricted Note by a Holder that is not a Depositary to a QIB if such transfer is being made by a proposed transferor who has provided the Security Registrar with (a1) an appropriately completed certificate of transfer assignment form and (2) a signed representation, in each case in the form of the same attached to the Note and (b) a letter substantially in the form set forth in Exhibit B heretoapplicable Note. (iiB) If the proposed transferee is a member of, or participant in, the Depositary (an “Agent Member Member”) and the Transfer beneficial interest in a Restricted Note to be transferred consists of an interest in either a Regulation S Global Note, an IAI Global Note or an Other Global Note, upon receipt by the Security Registrar of (x1) the items required by paragraph (iA) above and (y2) instructions given in accordance with the Depositary’s and the Security Registrar’s procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the applicable QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, IAI Global Note or Other Global Note, as applicable, to be so transferred, and the Security Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note, IAI Global Note or Other Global Note, as applicable.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S) to a QIB: (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit B heretoC hereto from the proposed transferor. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in either a the Regulation S Global Note, an IAI Global Note or an Other the IAI Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given 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 QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, Note or IAI Global Note or Other Global Note, as applicable, to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note, Note or IAI Global Note or Other Global Note, as applicable.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to a QIB:Regulation S): (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit B B-1 (in the case of a Floating Rate Note) hereto or Exhibit B-2 (in the case of a Fixed Rate Note) hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in either a the Regulation S Global Note, an IAI Global Note or an Other Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given 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 QIB Global Note of the applicable Series in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, IAI Global Note or Other Global Note, as applicable, of the applicable Series to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note, IAI Global Note or Other Global Note, as applicable.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to a QIB:Regulation S): (i) The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit B C-1 (in the case of a 2019 Note) hereto or Exhibit C-2 (in the case of a 2022 Note) hereto. (ii) If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in either a the Regulation S Global Note, an IAI Global Note or an Other Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given 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 QIB Global Note of the applicable Series in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note, IAI Global Note or Other Global Note, as applicable, of the applicable Series to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note, IAI Global Note or Other Global Note, as applicable.