Common use of Restricted Global Security to Regulation S Global Security Clause in Contracts

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to transfer its interest in such interest Restricted Global Security to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv3.07(a). Upon receipt by the Trustee, as Security Registrar, Trustee of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the applicable Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (and, if applicable, Depositary and the Euroclear or Clearstream account, as the case may beaccount (if applicable) to be credited withwith such increase, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a certificate substantially in substantially the form set forth in Annex A-2 of Exhibit B hereto given by the holder owner 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 applicable Restricted Global Security, Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security, Security by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which reduction in the aggregate principal amount of the applicable Restricted Global Security, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security was reduced upon such transferthat is being exchanged or transferred.

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Trustee, as custodian for the Depositary, wishes at any time to transfer its interest in such interest Restricted Global Security to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv307(a). Upon receipt by the Trustee, as Security Registrar, Trustee of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the applicable Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (and, if applicable, Depositary and the Euroclear or Clearstream accountClearstream, as the case may beLuxembourg account (if applicable) to be credited withwith such increase, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a certificate substantially in substantially the form set forth in Annex A-2 of Exhibit C hereto given by the holder owner 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 applicable Restricted Global Security, Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security, Security by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which reduction in the aggregate principal amount of the applicable Restricted Global Security, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security was reduced upon such transferthat is being exchanged or transferred.

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to transfer its interest in such interest Restricted Global Security to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv307(a). Upon receipt by the Trustee, as Security Registrar, Trustee of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the applicable Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (and, if applicable, Depositary and the Euroclear or Clearstream account, as the case may beCEDEL account (if applicable) to be credited withwith such increase, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a certificate substantially in substantially the form set forth in Annex A-2 of Exhibit A-1 hereto given by the holder owner 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 applicable Restricted Global Security, Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security, Security by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which reduction in the aggregate principal amount of the applicable Restricted Global Security, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security was reduced upon such transferthat is being exchanged or transferred.

Restricted Global Security to Regulation S Global Security. If ---------------------------------------------------------- the holder Holder of a beneficial interest in a Restricted Dollar Denominated Global Security of any series 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 the a Regulation S Dollar Denominated Global SecuritySecurity of such series, such transfer may be effected, subject to the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Dollar Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Dollar Registrar, to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Dollar Denominated Global Security in a principal amount equal to that of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and/or the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Dollar Denominated Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Dollar Denominated Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Dollar Registrar, and the Dollar Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the a Regulation S Dollar Denominated Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to transfer its interest in such interest Restricted Global Security to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv307(a). Upon receipt by the Trustee, as Security Registrar, Trustee of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the applicable Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (and, if applicable, Depositary and the Euroclear or Clearstream account, as the case may beCEDEL account (if applicable) to be credited withwith such increase, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a certificate substantially in substantially the form set forth in Annex A-2 of Exhibit B hereto given by the holder owner 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 applicable Restricted Global Security, Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security, Security by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which reduction in the aggregate principal amount of the applicable Restricted Global Security, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security was reduced upon such transferthat is being exchanged or transferred.

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Common Depositary wishes at any time to transfer its interest in such interest Restricted Global Security to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv307(a). Upon receipt by the Trustee, as Security Registrar, Registrar of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Security Registrar to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the applicable Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (and, if applicable, Common Depositary and the Euroclear or Clearstream account, as the case may beaccount (if applicable) to be credited withwith such increase, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a certificate substantially in substantially the form set forth in Annex A-2 of Exhibit D hereto given by the holder owner of such beneficial interest, the Trustee, as Security Registrar, Registrar shall instruct the Common Depositary to reduce or cause to be reduced the aggregate principal amount of the applicable Restricted Global Security, Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security, Security by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which reduction in the aggregate principal amount of the applicable Restricted Global Security, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security was reduced upon such transferthat is being exchanged or transferred.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted Dollar Denominated Global Security of any series 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 the a Regulation S Dollar Denominated Global SecuritySecurity of such series, such transfer may be effected, subject to the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable (the “Applicable Procedures”), only in accordance with the provisions of this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Dollar Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Dollar Registrar, to credit or cause to be credited to a specified Agent Member's ’s account a beneficial interest in a Regulation S Dollar Denominated Global Security in a principal amount equal to that of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and/or the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Dollar Denominated Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Dollar Denominated Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Dollar Registrar, and the Dollar Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the a Regulation S Dollar Denominated Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted 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 the a Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of DTC, to the extent applicable (the “Applicable Procedures”), only in accordance with the provisions of this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Registrar, to credit or cause to be credited to a specified Agent Member's ’s account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the a Restricted Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the a Restricted Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Registrar, and the Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the a Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to transfer its interest in such interest Restricted Global Security to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv3.07(a). Upon receipt by the Trustee, as Security Registrar, Trustee of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the applicable Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (andDepositary and the CDS, if applicable, the Euroclear or Clearstream account, as the case may beaccount (if applicable) to be credited withwith such increase, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a certificate substantially in substantially the form set forth in Annex A-2 of Exhibit B hereto given by the holder owner 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 applicable Restricted Global Security, Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security, Security by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which reduction in the aggregate principal amount of the applicable Restricted Global Security, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security was reduced upon such transferthat is being exchanged or transferred.

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Depositary wishes at any time to transfer its interest in such interest Restricted Global Security to a Person person who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv2.11(a)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) Depositary to be credited with, with such increase and the participant account of the Agent Member Depositary to be debited for, such beneficial interest and interest, (C3) a certificate in substantially the form set forth in Annex A-2 of Exhibit B-1 hereto given by the holder Holder of such beneficial interestinterest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the global Securities 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 Security, Security and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Security, Security by the principal amount at maturity of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and to credit or cause to be credited to the account of the Person person specified in such instructions (which shall be the agent member for Euroclear or Cedel or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which reduction in the aggregate principal amount at maturity of the Restricted Global Security, and to debit, or cause to be debited, from the account of the person making such exchange or transfer the beneficial interest in the Restricted Global Security was reduced upon such transferthat is being exchanged or transferred.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted Global Security of any series 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 the a Regulation S Global SecuritySecurity of such series, such transfer may be effected, subject to the rules and procedures of DTC to the extent applicable (the “Applicable Procedures”), only in accordance with the provisions of this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Registrar, to credit or cause to be credited to a specified Agent Member's ’s account a beneficial interest in a Regulation S Global Security in a principal amount at maturity equal to that of the beneficial interest in the a Restricted Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount at maturity of a Restricted Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount at maturity of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Global SecuritySecurity shall be increased, by the principal amount at maturity of the beneficial interest in the a Restricted Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Registrar, and the Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the a Regulation S Global Security having a principal amount at maturity equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv305(b)(4). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream Cedelbank account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Common Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which during the Distribution Compliance Period shall be the Agent Member for Euroclear or Cedelbank or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a the Restricted Global Security wishes at any time to transfer such interest to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the U.S. Depositary, to the extent applicable (the “Applicable Procedures”), only in accordance with the provisions of this Section 305(b)(iv3.07(b)(2)(i). Upon receipt by the Trustee, as Security Registrar, Registrar of (A) written instructions given in accordance with the Applicable Procedures from an any DTC Agent Member Members directing the Trustee Security Registrar to credit or cause to be credited to a specified DTC Agent Member's ’s account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the DTC Agent Member to be debited for, such beneficial interest and (C) a certificate Regulation S Certificate, substantially in substantially the form set forth in of Annex A-2 A hereto given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global SecuritySecurity shall be reduced, and to increase the principal amount of the Regulation S Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Security Registrar, and the U.S. Depositary or its authorized representative shall make a corresponding adjustment to its records and credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If ---------------------------------------------------------- the holder of a beneficial interest in a the Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, Procedures only in accordance with this Section 305(b)(iv3.5(b)(2) and Section 3.5(b)(5). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an any member of, or participants in, the Depositary ("Agent Member Member") directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream CEDEL account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 B given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which during the Restricted Period shall be the Agent Member for Euroclear or CEDEL or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount an Amount Payable at Maturity equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount Amount Payable at Maturity of the applicable Restricted Global Security, and to increase the principal amount Amount Payable at Maturity of the Regulation S Global Security, by the principal amount Amount Payable at Maturity of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount an Amount Payable at Maturity equal to the amount by which the principal amount Amount Payable at Maturity of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Depositary wishes at any time to transfer its interest in such interest Restricted Global Security to a Person person who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv2.12(a)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) Depositary to be credited with, with such increase and the participant account of the Agent Member Depositary to be debited for, such beneficial interest and interest, (C3) a certificate in substantially the form set forth in Annex A-2 of Exhibit B-1 hereto, upon which the Trustee may conclusively rely, given by the holder Holder of such beneficial interestinterest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the global Securities 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 of the applicable Restricted Global Security, Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security, Security by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in (which shall be the Regulation S Global Security having a principal amount equal to Agent Member for Euroclear or Cedel or both, as the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.case may

Restricted Global Security to Regulation S Global Security. If ---------------------------------------------------------- the holder owner of a beneficial interest in a the Restricted Global Security wishes at any time to transfer such interest to a Person who wishes is required or permitted to take delivery thereof acquire the same in the form of a beneficial interest in the Regulation S Global SecuritySecurity (if before the expiration of the Distribution Compliance Period, such Regulation S Global Security shall be held only in or through accounts maintained at the Depositary by Euroclear or Cedel, and if thereafter, such transfer may be effected, effected only in accordance with the provisions of this Clause (b) (1) subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions an order given by the Depositary or its authorized representative directing that a beneficial interest in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to Regulation S Global Security in a specified principal amount be credited to a specified Agent Member's account and that a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to in an equal principal amount be so transferred, debited from another specified Agent Member's account and (B) a written order given in accordance with Regulation S Certificate, satisfactory to the Applicable Procedures containing information regarding Trustee and duly executed by the account owner of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth Restricted Global Security or his attorney duly authorized in Annex A-2 given by the holder of such beneficial interestwriting, then the Trustee, as Security RegistrarRegistrar but subject to Clause (b)(4) below, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global Security, Security and to increase the principal amount of the Regulation S Global Security, Security by the such specified principal amount of the beneficial interest as provided in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferSection 305(c).

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a the Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the U.S. Depositary, Euroclear and CEDEL, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv3.05(b)(ii). Upon receipt by the Trustee, as Security Registrar, at its Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and the Euroclear or Clearstream CEDEL account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a certificate in substantially the form set forth in Annex A-2 Section 2.07(a) given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the U.S. Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or CEDEL or both, as the case may be) a beneficial interest in the Regulation Regulations S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted Global Security wishes at any time to transfer such interest to a Person person who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the Depository for such Global Security, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv2.7(c)(v)(B). Upon receipt by the Trustee, as Security Registrar, of at the Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from a member of, or participant in, the Depository for such Global Security (each, an "Agent Member Member") directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a an appropriately completed certificate in substantially the form set forth in Annex A-2 or contemplated by Section 2.13(a) given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary Depository for such Securities to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted 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 the Regulation S Global SecuritySecurity of the same series, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv3.5(b)(4). Upon receipt by the Trustee, as Security Registrar, at its office in The City of New York of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security of the same series to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream CEDEL account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary U.S. Depository to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global SecuritySecurity of the same series, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which during the Restricted Period shall be the Agent Member for Euroclear or CEDEL or both, as the case may be) a beneficial interest in the Regulation S Global Security of the same series having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted 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 the Regulation S Global SecuritySecurity of the same series, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv3.5(b)(iv). Upon receipt by the TrusteeFiscal Agent, as Security Registrar, at its office in The City of New York of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Fiscal Agent to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security of the same series to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream Cedelbank account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 given by the holder of such beneficial interest, the TrusteeFiscal Agent, as Security Registrar, shall instruct the U.S. Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global SecuritySecurity of the same series, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which during the Restricted Period shall be the Agent Member for Euroclear or Cedelbank or both, as the case may be) a beneficial interest in the Regulation S Global Security of the same series having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.the

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Depositary wishes at any time to transfer its interest in such interest Restricted Global Security to a Person person who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv2.11(a)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) Depositary to be credited with, with such increase and the participant account of the Agent Member Depositary to be debited for, such beneficial interest and interest, (C3) a certificate in substantially the form set forth in Annex A-2 of Exhibit B-1 hereto given by the holder Holder of such beneficial interestinterest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Securities 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 principal amount aggregate Principal Amount of the applicable Restricted Global Security, Security and to increase or cause to be increased the principal amount aggregate Principal Amount of the applicable Regulation S Global Security, Security by the principal amount Principal Amount of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and to credit or cause to be credited to the account of the Person person specified in such instructions (which shall be the agent member for Euroclear or Cedel or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which reduction in the principal amount aggregate Principal Amount of the Restricted Global Security, and to debit, or cause to be debited, from the account of the person making such exchange or transfer the beneficial interest in the Restricted Global Security was reduced upon such transferthat is being exchanged or transferred.

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security wishes at any time to transfer its interest in such interest Restricted Global Security to a Person person who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv2.12(a)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) Depositary to be credited with, with such increase and the participant account of the Agent Member Depositary to be debited for, for such beneficial interest and interest, and, in the case of a Restricted Global Security that is a Transfer Restricted Security, (C3) a certificate in substantially the form set forth in Annex A-2 of Exhibit B-1 hereto, upon which the Trustee may conclusively rely, given by the holder of such beneficial interestinterest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the global Securities and pursuant to and in accordance with Rule 904 of Regulation S, then the Trustee, as Security RegistrarRegistrar and Securities Custodian, shall instruct reduce or cause to be reduced the Depositary to reduce the aggregate principal amount of the applicable Restricted Global Security, Security and increase or cause to increase be increased the aggregate principal amount of the applicable Regulation S Global Security, Security by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and the Trustee, as Registrar, shall instruct the Depositary, concurrently with the reduction, to credit or cause to be credited to the account of the Person person specified in such instructions (which shall be the Agent Member for Euroclear or Cedel or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which reduction in the aggregate principal amount of the Restricted Global Security, and to debit or cause to be debited from the account of the person making such exchange or transfer the beneficial interest in the Restricted Global Security was reduced upon such transferthat is being exchanged or transferred.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv3.5(b)(iv). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a an aggregate principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex ANNEX A-2 given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the aggregate principal amount of the applicable Restricted Global Security, and to increase the aggregate principal amount of the Regulation S Global Security, by the aggregate principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a an aggregate principal amount equal to the amount by which the aggregate principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a the Restricted Global Security wishes at any time wishes to exchange its interest in such Restricted Global Security for an interest in the Regulation S Global Security, or to transfer its interest in such interest Restricted Global Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer or exchange may be effected, subject to the Applicable Procedures, effected only in accordance with this Section 305(b)(iv)clause (iv) and the Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Registrar to credit or cause to be credited to a specified Agent Member's account a beneficial an interest in a the Regulation S Global Security in a specified principal amount equal and to cause to be debited an interest in the Restricted Global Security in such specified principal amount, and (B) a certificate in the form of Exhibit F 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 Securities and (x) pursuant to and in accordance with Regulation S or (y) that the Security being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the beneficial Restricted Global Security and to increase or cause to be increased the principal amount of the Regulation S Global Security by the aggregate principal amount of the interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear exchanged or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the principal amount by which the principal amount of the Restricted Global Security was reduced upon such exchange or transfer.

Restricted Global Security to Regulation S Global Security. If ---------------------------------------------------------- the holder owner of a beneficial interest in a the Restricted Global Security wishes at any time to transfer such interest to a Person who wishes is required or permitted to take delivery thereof acquire the same in the form of a beneficial interest in the Regulation S Global Security, such transfer may be effected, effected only in accordance with the provisions of this clause (b) (1) subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv); provided that no transfers from a Restricted Global Security to a Regulation S Global Security shall be permitted during the Distribution Compliance Period. Upon receipt by the Trustee, as Security Registrar, of (A) written instructions an order given by the appropriate Depositary or its authorized representative directing that a beneficial interest in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to appropriate Regulation S Global Security in a specified principal amount be credited to a specified Agent Member's account and that a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to in an equal principal amount be so transferreddebited from another specified Agent Member's account, and (B) a written order given in accordance with Regulation S Certificate, satisfactory to the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, Trustee and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 given duly executed by the holder owner of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security or his attorney duly authorized in writing, then the Trustee, as Security Registrar but subject to be so transferredclause (b)(4) below, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which shall reduce the principal amount of the appropriate Restricted Global Security was reduced upon and increase the principal amount of the appropriate Regulation S Global Security by such transferspecified principal amount as provided in Section 305(c); provided that such transfers shall only occur between or among Global Dollar Securities or between or among Global Euro Securities.

Restricted Global Security to Regulation S Global Security. If the holder owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Security wishes at any time to transfer such beneficial interest to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 305(b)(iv305(d)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from an the Agent Member whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Security directing the Trustee Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member's Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferredtransferred (the “Restricted Global Transferred Amount”), (B2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) Transferee to be credited with, and the account of the Agent Member Transferor to be debited for, such beneficial interest the Restricted Global Transferred Amount, and (C3) a certificate in substantially the form set forth in Annex A-2 Section 312(a) given by the holder of such beneficial interestOwner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary for such Global Securities to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredTransferred Amount, and to credit or cause to be credited to the account of the Person specified in such instructions Agent Member Transferee a beneficial interest in the Regulation S Global Security Security, and to debit or cause to be debited to the account of the Agent Member Transferor a beneficial interest in the Restricted Global Security, in each case having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferTransferred Amount.

Restricted Global Security to Regulation S Global Security. If the holder owner of a beneficial interest (an “Owner Transferor”) in a Restricted Global Security wishes at any time to transfer such beneficial interest to a Person person (an “Owner Transferee”) who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 305(b)(iv305(d)(i). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from an the Agent Member whose account is to be debited (an “Agent Member Transferor”) with respect to the Restricted Global Security directing the Trustee Trustee, as Security Registrar, to credit or cause to be credited to a specified account of another Agent Member's Member (an “Agent Member Transferee”) (which shall be an account with Euroclear or Clearstream or both) a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferredtransferred (the “Restricted Global Transferred Amount”), (B2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) Transferee to be credited with, and the account of the Agent Member Transferor to be debited for, such beneficial interest the Restricted Global Transferred Amount, and (C3) a certificate in substantially the form set forth in Annex A-2 Section 312(a) given by the holder of such beneficial interestOwner Transferor, the Trustee, as Security Registrar, shall instruct the Depositary for such Global Securities to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredTransferred Amount, and to credit or cause to be credited to the account of the Person specified in such instructions Agent Member Transferee a beneficial interest in the Regulation S Global Security Security, and to debit or cause to be debited to the account of the Agent Member Transferor a beneficial interest in the Restricted Global Security, in each case having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferTransferred Amount.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a the Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the U.S. Depository, Euroclear and CEDEL, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with this Section 305(b)(iv3.05(b)(ii). Upon receipt by the Trustee, as Security Registrar, at its Corporate Trust Office of (A) written (or other format acceptable to the Trustee) instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written (or other format acceptable to the Trustee) order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (andwhich, if applicableprior to the expiration of the Restricted Period, shall be for the account of an Agent Member acting on behalf of Euroclear or Clearstream accountCEDEL, as the case may be) to be credited withwith (and, if required by the Securities Registrar, the beneficial owner for whose account such credit is made), and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 B attached hereto given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary U.S. Depository to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person Agent Member specified in such instructions (which during the Restricted Period shall be the Agent Member for Euroclear or CEDEL or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a the Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the U.S. Depository, Euroclear and CEDEL, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with this Section 305(b)(iv3.05(b)(ii). Upon receipt by the Trustee, as Security Registrar, at its office in The City of New York of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream CEDEL account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 B given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary U.S. Depository to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which during the Restricted Period shall be the Agent Member for Euroclear or CEDEL or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted Dollar Denominated Global Security of any series 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 the a Regulation S Dollar Denominated Global SecuritySecurity of such series, such transfer may be effected, subject to the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Dollar Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Dollar Registrar, to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Dollar Denominated Global Security in a principal amount equal to that of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and/or the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Dollar Denominated Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Dollar Denominated Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Dollar Registrar, and the Dollar Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the a Regulation S Dollar Denominated Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted Global Security of any series 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 the a Regulation S Global SecuritySecurity of such series, such transfer may be effected, subject to the rules and procedures of DTC, to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Registrar, to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security of the appropriate series in a principal amount equal to that of the beneficial interest in the a Restricted Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Global Security of such series shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Global SecuritySecurity of such series shall be increased, by the principal amount of the beneficial interest in the a Restricted Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Registrar, and the Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the a Regulation S Global Security of such series having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted Dollar Denominated Global Security of any series 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 the a Regulation S Dollar Denominated Global SecuritySecurity of such series, such transfer may be effected, subject to the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv2.16(a) (ii). Upon receipt by the Trustee, as Security Registrar, Dollar Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Dollar Registrar, to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Dollar Denominated Global Security in a principal amount equal to that of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and/or the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Dollar Denominated Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Dollar Denominated Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Dollar Registrar, and the Dollar Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the a Regulation S Dollar Denominated Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted Global Security wishes at any time to transfer such interest to a Person person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv). Upon receipt by the Trustee, as Security Registrar, of take (A1) written instructions given in accordance with the Applicable Procedures from a member of, or participant in, the Depository for such Global Security (each, an "Agent Member Member") directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a an appropriately completed certificate in substantially the form set forth in Annex A-2 or contemplated by Section 2.13(a) given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary Depository for such Securities to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted 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 the a Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable (the “Applicable Procedures”), only in accordance with the provisions of this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Registrar, to credit or cause to be credited to a specified Agent Member's ’s account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the a Restricted Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and/or the Euroclear or Clearstream Clear-stream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the a Restricted Global Security to be so transferred, and to credit or cause to be credited to in each case by means of an appropriate adjustment on the account records of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferRegistrar.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a the Restricted Global Security wishes at any time anytime to transfer such interest to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the U.S. Depositary, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv3.07(b)(2)(i). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an any member of, or direct participants in, the U.S. Depositary ("Agent Member Members") directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information in formation regarding the account of the Agent Member (and, if applicable, and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate Regulation S Certificate, substantially in substantially the form set forth in of Annex A-2 A hereto given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global SecuritySecurity shall be reduced, and to increase the principal amount of the Regulation S Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Security Registrar, and the Trustee, as Security Registrar, shall instruct the U.S. Depositary or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted Global Security of any series 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 the a Regulation S Global SecuritySecurity of such series, such transfer may be effected, subject to the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Registrar, to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the a Restricted Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and/or the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the a Restricted Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Registrar, and the Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the a Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted Global Security of any series 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 the a Regulation S Global SecuritySecurity of such series, such transfer may be effected, subject to the rules and procedures of DTC, to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Registrar, to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the a Restricted Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the a Restricted Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Registrar, and the Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the a Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a the Restricted Global Security wishes at any time to transfer such interest to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the U.S. Depositary, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv3.07(b)(2)(i). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an any member of, or direct participants in, the U.S. Depositary ("Agent Member Members") directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate Regulation S Certificate, substantially in substantially the form set forth in of Annex A-2 A hereto given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global SecuritySecurity shall be reduced, and to increase the principal amount of the Regulation S Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Security Registrar, and the Trustee, as Security Registrar, shall instruct the U.S. Depositary or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a the Restricted Global Security wishes at any time to transfer such interest to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the U.S. Depositary, Euroclear and Clearstream, in each case to the extent applicable (the “Applicable Procedures”), only in accordance with the provisions of this Section 305(b)(iv3.07(b)(2)(i). Upon receipt by the Trustee, as Security Registrar, Registrar of (A) written instructions given in accordance with the Applicable Procedures from an any DTC Agent Member Members directing the Trustee Security Registrar to credit or cause to be credited to a specified DTC Agent Member's ’s account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Agent Member (and, if applicable, and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the DTC Agent Member to be debited for, such beneficial interest and (C) a certificate Regulation S Certificate, substantially in substantially the form set forth in of Annex A-2 A hereto given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global SecuritySecurity shall be reduced, and to increase the principal amount of the Regulation S Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Security Registrar, and the U.S. Depositary or its authorized representative shall make a corresponding adjustment to its records and credit or cause to be credited to the account of the Person specified in such instructions (which shall be the DTC Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted Dollar Denominated Global Security of any series 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 the a Regulation S Dollar Denominated Global SecuritySecurity of such series, such transfer may be effected, subject to the rules and procedures of DTC, Euroclear and Cedelbank, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Dollar Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Dollar Registrar, to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Dollar Denominated Global Security in a principal amount equal to that of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, ; (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and/or the Euroclear or Clearstream Cedelbank account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Dollar Denominated Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Dollar Denominated Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Dollar Registrar, and the Dollar Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Cedelbank or both, as the case may be) a beneficial benefi- cial interest in the a Regulation S Dollar Denominated Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted Global Security wishes at any time to transfer such interest to a Person person who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the Depositary for such Global Security, Euroclear and Cedel, in each case to the extent applicable (the “Applicable Procedures”), only in accordance with the provisions of this Section 305(b)(iv305(c)(5)(ii). Upon receipt by the Trustee, as Security Registrar, at the Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from a member of, or participant in, the Depositary for such Global Security (each, an “Agent Member Member”) directing the Trustee to credit or cause to be credited to a specified Agent Member's ’s account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and the Euroclear or Clearstream Cedel account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a certificate in substantially the form set forth in Annex A-2 or contemplated by Section 311(a) given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary for such Securities to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person person specified in such instructions (which shall be the Agent Member for Euroclear or Cedel or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a the Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the Depositary, Euroclear and CEDEL, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with this Section 305(b)(iv2.5(b)(2). Upon receipt by the Trustee, as Security Registrar, at its office in The City of New York of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream CEDEL account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which during the Restricted Period shall be the Agent Member for Euroclear or CEDEL or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv3.05(b)(iii). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a the Restricted Global Security wishes at any time to transfer such interest to a Person person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security, such transfer may be effected, subject to the rules and procedures of the U.S. Depositary, Euroclear and CEDEL, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with the provisions of this Section 305(b)(iv6(c)(ii). Upon receipt by the TrusteeFiscal Agent, as Security RegistrarTransfer Agent, at its office in The City of New York of (Al) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Fiscal Agent to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, and the Euroclear or Clearstream CEDEL account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a certificate in substantially the form set forth in Annex A-2 of Exhibit D attached hereto given by the holder of such beneficial interest, the TrusteeFiscal Agent, as Security RegistrarTransfer Agent, shall instruct the U.S. Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person person specified in such instructions (which shall be the Agent Member for Euroclear or CEDEL or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 305(b)(iv3.05(b)(iv). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder Holder of a beneficial interest in a Restricted Dollar Denominated Global Security of any series 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 the a Regulation S Dollar Denominated Global SecuritySecurity of such series, such transfer may be effected, subject to the rules and procedures of DTC, Euroclear and Clearstream, in each case to the extent applicable (the "Applicable Procedures"), only in accordance with this Section 305(b)(iv2.16(a)(ii). Upon receipt by the Trustee, as Security Registrar, Dollar Registrar of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Dollar Registrar, to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Regulation S Dollar Denominated Global Security in a principal amount equal to that of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, ; (B) a written writ-ten order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 Exhibit C-1 given by the holder Holder of such beneficial interest, the Trusteeprincipal amount of a Restricted Dollar Denominated Global Security shall be reduced, as Security Registrar, shall instruct the Depositary to reduce and the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the a Regulation S Dollar Denominated Global SecuritySecurity shall be increased, by the principal amount of the beneficial interest in the a Restricted Dollar Denominated Global Security to be so transferred, in each case by means of an appropriate adjustment on the records of the Dollar Registrar, and the Dollar Registrar shall instruct DTC or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Agent Member for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the a Regulation S Dollar Denominated Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transferso transferred.

Restricted Global Security to Regulation S Global Security. If the holder of a beneficial interest in a the Restricted 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 the Regulation S Global Security, such transfer may be effected, subject to the Applicable Procedures, Procedures only in accordance with this Section 305(b)(iv3.5(b)(ii) and Section 3.5(b)(v). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an any member of, or participants in, the Depositary ("Agent Member Member") directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal amount equal to that of the beneficial interest in the Restricted Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member (and, if applicable, the Euroclear or Clearstream CEDEL account, as the case may be) to be credited with, and the account of the Agent Member to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex A-2 B given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Restricted Global Security, and to increase the principal amount of the Regulation S Global Security, by the principal amount of the beneficial interest in the Restricted Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which during the Restricted Period shall be the Agent Member for Euroclear or CEDEL or both, as the case may be) a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which the principal amount of the Restricted Global Security was reduced upon such transfer.

Restricted Global Security to Regulation S Global Security. If the holder If, at any time, an owner of a beneficial interest in a Restricted Global Security deposited with the Trustee, as custodian for the Depositary, wishes at any time to transfer its interest in such interest Restricted Global Security to a Person who wishes is required or permitted to take delivery thereof in the form of a beneficial an interest in the a Regulation S Global Security, such transfer may be effectedowner shall, subject to the Applicable Procedures, only exchange or cause the exchange of such interest for an equivalent beneficial interest in accordance with a Regulation S Global Security as provided in this Section 305(b)(iv307(a). Upon receipt by the Trustee, as Security Registrar, Trustee of (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Regulation S Global Security in a principal an amount equal to that of the beneficial interest in the applicable Restricted Global Security to be so transferredexchanged, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Agent Member (and, if applicable, Depositary and the Euroclear or Clearstream account, as the case may beClearstream. Luxembourg account (if applicable) to be credited withwith such increase, and the account of the Agent Member to be debited for, such beneficial interest and (C3) a certificate substantially in substantially the form set forth in Annex A-2 of Exhibit D hereto given by the holder owner 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 applicable Restricted Global Security, Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security, Security by the principal amount of the beneficial interest in the Restricted Global Security to be so transferredexchanged, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security having a principal amount equal to the amount by which reduction in the aggregate principal amount of the applicable Restricted Global Security, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security was reduced upon such transferthat is being exchanged or transferred.