Common use of Regulation S Global Note to Rule 144A Global Note Clause in Contracts

Regulation S Global Note to Rule 144A Global Note. All or a portion of an interest in a Regulation S Global Note may be transferred to a Person taking delivery in the form of an interest in a Rule 144A Global Note or exchanged for an interest in a Rule 144A Global Note only in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the receipt by the Indenture Trustee of a Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or equal to the required minimum denomination for each account; provided that any remaining principal amount of the interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet the required minimum denomination. Any interest in a Regulation S Global Note that is transferred to a Person taking delivery in the form of an interest in a Rule 144A Global Note shall, upon transfer, cease to be an interest in such Regulation S Global Note and become an interest in the Rule 144A Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor of such notes shall furnish such other information as the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer of the Note Registrar otherwise obtains actual knowledge that (i) a transfer or attempted or purported transfer of any interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trustee.

Regulation S Global Note to Rule 144A Global Note. All or If, at any time, an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depositary (or with the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Regulation S Global Note to a Person taking who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.06(a)(ii). Upon receipt by the Indenture Trustee of (1) instructions from Euroclear or Cedel Bank, if applicable, and the Depositary, directing the Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) if such transfer is to occur during the 40-day restricted period, a certificate in the form of Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a the Person taking delivery in the form of an acquiring such interest in a Rule 144A Global Note shallis a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, upon transfer(B) that the transfer complies with the requirements of Rule 144 under the Securities Act and any applicable blue sky or securities laws of any state of the United States or (C) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, cease that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of the exemption claimed, such statement to be supported by an interest Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of such Regulation S Global Note and become an interest in to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note andby the principal amount at maturity of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, accordinglyand the Registrar shall instruct the Depositary, will thereafter concurrently with such reduction, to credit or cause to be subject credited to all transfer restrictions and other procedures the account of the Person specified in such instructions a beneficial interest in the applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor equal to the reduction in the aggregate principal amount at maturity of such notes shall furnish such other information as Regulation S Global Note and to debit or cause to be debited from the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer account of the Note Registrar otherwise obtains actual knowledge that (i) a Person making such transfer or attempted or purported transfer of any the beneficial interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes is being exchanged or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteetransferred.

Regulation S Global Note to Rule 144A Global Note. All or If, at any time an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Security Depository or with the Trustee as custodian for the Security Depository wishes to transfer its interest in such Regulation S Global Note to a Person taking person who will take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.07(a)(ii). Upon receipt by the Indenture Trustee of (1) instructions from Euroclear or Clearstream, if applicable, and the Security Depository, directing the Trustee, as Note Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any participant account with the Security Depository to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Security Depository and (3) a certificate in the form of Exhibit H hereto given by the transferor of such beneficial interest stating (A) that the person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a Person taking delivery in the form of an person acquiring such interest in a Rule 144A Global Note shallis a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States or (B) that the transfer complies with the requirements of Rule 144A under the Securities Act and any applicable blue sky or securities laws of any state of the United States, upon transferthen the Trustee, cease as Note Registrar, shall instruct the Security Depository to reduce or cause to be an interest in reduced the initial aggregate principal amount of such Regulation S Global Note and become an interest in to increase or cause to be increased the initial aggregate principal amount of the applicable Rule 144A Global Note andby the initial principal amount of the beneficial interest in the Regulation S Global Note to be exchanged, accordinglyand the Trustee, will thereafter as Note Registrar, shall instruct the Security Depository, concurrently with such reduction, to credit or cause to be subject credited to all transfer restrictions and other procedures the account of the person specified in such instructions a beneficial interest in the applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor equal to the reduction in the aggregate principal amount at maturity of such notes shall furnish such other information as Regulation S Global Note and to debit or cause to be debited from the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer account of the Note Registrar otherwise obtains actual knowledge that (i) a person making such transfer or attempted or purported transfer of any the beneficial interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteebeing transferred.

Regulation S Global Note to Rule 144A Global Note. All or If, at any time, an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depositary (or with the Trustee as custodian for the Depositary) wishes to transfer its interest in such Regulation S Global Note to a Person taking who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.06(a)(ii). Upon receipt by the Indenture Trustee of (1) written instructions from the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a the Person taking delivery in the form of an acquiring such interest in a Rule 144A Global Note shall, upon transfer, cease to be an interest in is a QIB and is obtaining such Regulation S Global Note and become an interest in the Rule 144A Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor of such notes shall furnish such other information as the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer of the Note Registrar otherwise obtains actual knowledge that (i) a transfer or attempted or purported transfer of any interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any beneficial interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies transaction meeting the requirements of this Indenture at the then-current market price therefor, Rule 144A and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell any applicable blue sky or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date securities laws of any transfer. No payments will be made on the Notes from the date notice state of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubtUnited States, the Issuer (or the Administrator on its behalfB) may determine that the transfer restrictions in this Section 2.14 shall no longer be complies with the requirements of Rule 144 under the Securities Act and any applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trustee.blue sky

Regulation S Global Note to Rule 144A Global Note. All or If, at any time, after the expiration of the 40-day restricted period, an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its beneficial interest in such Regulation S Global Note to a Person taking who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.06(a)(ii). Upon receipt by the Indenture Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any Participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a the Person taking delivery in the form of an acquiring such interest in a Rule 144A Global Note shallis a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, upon transfer(B) that the transfer complies with the requirements of Rule 144 under the Securities Act, cease (C) if the transfer is to an Institutional Accredited Investor that such transfer is in compliance with the Securities Act and a certificate in the form of Exhibit C attached hereto and, if such transfer is in respect of an aggregate principal amount of less than $250,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act or (D) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of the exemption claimed, such statement to be supported by an interest Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar and in each case, in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of such Regulation S Global Note and become an interest in to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note andby the principal amount at maturity of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, accordinglyand the Trustee, will thereafter as Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be subject credited to all transfer restrictions and other procedures the account of the Person specified in such instructions a beneficial interest in the applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor equal to the reduction in the aggregate principal amount at maturity of such notes shall furnish such other information as Regulation S Global Note and to debit or cause to be debited from the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer account of the Note Registrar otherwise obtains actual knowledge that (i) a Person making such transfer or attempted or purported transfer of any the beneficial interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes is being exchanged or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteetransferred.

Regulation S Global Note to Rule 144A Global Note. All or If, at any time, an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depositary (or with the Trustee as custodian for the Depositary) wishes to transfer its interest in such Regulation S Global Note to a Person taking who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.06(a)(ii). Upon receipt by the Indenture Trustee of (1) written instructions from the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a the Person taking delivery in the form of an acquiring such interest in a Rule 144A Global Note shallis a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, upon transfer(B) that the transfer complies with the requirements of Rule 144 under the Securities Act and any applicable blue sky or securities laws of any state of the United States or (C) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, cease that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of the exemption claimed, such statement to be supported by an interest Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of such Regulation S Global Note and become an interest in to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note andby the principal amount at maturity of the beneficial interest in the Regulation S Global Note to be exchanged, accordinglyand the Trustee, will thereafter as Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be subject credited to all transfer restrictions and other procedures the account of the Person specified in such instructions a beneficial interest in the applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor equal to the reduction in the aggregate principal amount at maturity of such notes shall furnish such other information as Regulation S Global Note and to debit or cause to be debited from the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer account of the Note Registrar otherwise obtains actual knowledge that (i) a Person making such transfer or attempted or purported transfer of any the beneficial interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteebeing transferred.

Regulation S Global Note to Rule 144A Global Note. All or If, at any time, after the expiration of the 40-day restricted period, an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its beneficial interest in such Regulation S Global Note to a Person taking who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.6(a)(ii). Upon receipt by the Indenture Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any Participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a the Person taking delivery in the form of an acquiring such interest in a Rule 144A Global Note shallis a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, upon transfer(B) that the transfer complies with the requirements of Rule 144 under the Securities Act, cease (C) if the transfer is to an Institutional Accredited Investor that such transfer is in compliance with the Securities Act and a certificate in the form of Exhibit C attached hereto and, if such transfer is in respect of an aggregate principal amount of less than $250,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act or (D) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of the exemption claimed, such statement to be supported by an interest Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar and in each case, in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of such Regulation S Global Note and become an interest in to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note andby the principal amount at maturity of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, accordinglyand the Trustee, will thereafter as Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be subject credited to all transfer restrictions and other procedures the account of the Person specified in such instructions a beneficial interest in the applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor equal to the reduction in the aggregate principal amount at maturity of such notes shall furnish such other information as Regulation S Global Note and to debit or cause to be debited from the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer account of the Note Registrar otherwise obtains actual knowledge that (i) a Person making such transfer or attempted or purported transfer of any the beneficial interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes is being exchanged or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteetransferred.

Regulation S Global Note to Rule 144A Global Note. All or If an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depositary or with the Trustee as Custodian for the Depositary wishes to transfer its interest in such Regulation S Global Note to a Person taking person who is to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.6(a)(iii). Upon receipt by the Indenture Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (Global Note in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or amount equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, (2) a written order given in accordance with the required minimum denomination. Any Applicable Procedures containing information regarding the participant account of the Depositary to be credited with such amount and (3) (A) if the transfer is pursuant to Rule 144A, a certificate in the form of Exhibit C attached hereto given by the owner of such beneficial interest and stating as provided therein and to the effect that (i) the transfer of such interest is being made in compliance with the transfer restrictions applicable thereto under the Notes, (ii) that the person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a Person taking delivery in the form of an interest in a Rule 144A Global Note shall, upon transfer, cease to be an interest in person acquiring such Regulation S Global Note and become an interest in the Rule 144A Global Note andis a QIB and (iii) that the transfer complies with the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States or any other jurisdiction or (B) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, accordingly, will thereafter be subject a certificate in form acceptable to all the Company and the Trustee stating that the transfer of such interest has been made in compliance with the transfer restrictions and other procedures applicable to interests the Global Notes and pursuant to and in a accordance with the requirements of the exemption claimed and in compliance with any applicable blue sky or securities laws of any State of the United States, such statement to be supported by an Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Regulation S Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor of such notes shall furnish such other information as by the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer principal amount at maturity of the Note Registrar otherwise obtains actual knowledge that (i) a transfer or attempted or purported transfer of any beneficial interest in any Non-Offered the Regulation S Global Note was consummated on to be exchanged, to credit or cause to be credited to the basis account of an incorrect form the person specified in such instructions a beneficial interest in the applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount at maturity of the aggregate principal amount at maturity of the applicable Regulation S Global Note and to debit or certification cause to be debited from the transferor regarding account of the person making such transfer or purported transferee or (ii) the holder of any beneficial interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteebeing transferred.

Regulation S Global Note to Rule 144A Global Note. All or If, at any time, an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its interest in such Regulation S Global Note to a Person taking person who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.06(a)(ii). Upon receipt by the Indenture Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) if such transfer is being effected prior to the expiration of the "40 day restricted period" (as defined by Regulation S under the Securities Act), a certificate in the form of Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a Person taking delivery in the form of an person acquiring such interest in a Rule 144A Global Note shallis a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, upon transfer(B) that the transfer complies with the requirements of Rule 144A under the Securities Act and any applicable blue sky or securities laws of any state of the United States or (C) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, cease that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of the exemption claimed, such statement to be supported by an interest Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of such Regulation S Global Note and become an interest in to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note andby the principal amount at maturity of the beneficial interest in the Regulation S Global Note to be exchanged, accordinglyand the Trustee, will thereafter as Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be subject credited to all transfer restrictions and other procedures the account of the person specified in such instructions a beneficial interest in the applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor equal to the reduction in the aggregate principal amount at maturity of such notes shall furnish such other information as Regulation S Global Note and to debit or cause to be debited from the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer account of the Note Registrar otherwise obtains actual knowledge that (i) a person making such transfer or attempted or purported transfer of any the beneficial interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteebeing transferred.

Regulation S Global Note to Rule 144A Global Note. All or a portion If the Note Owner of an interest in a Regulation S Global Note may be transferred wishes at any time to a Person taking delivery in the form of an interest in a Rule 144A Global Note or exchanged for an interest in a Rule 144A Global Note only in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the receipt by the Indenture Trustee of a Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or equal to the required minimum denomination for each account; provided that any remaining principal amount of the interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet the required minimum denomination. Any interest in a Regulation S Global Note that is transferred to a Person taking delivery in the form of an interest in a Rule 144A Global Note shall, upon transfer, cease to be an beneficial interest in such Regulation S Global Note and become to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Global Note and, accordingly, will thereafter only upon compliance with the provisions of this Section 5.05(d)(iii). Upon receipt by the Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Direct Participant directing the Note Registrar to credit or cause to be subject credited to all transfer restrictions and other procedures applicable to interests another specified Direct Participant's account a beneficial interest in a the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Direct Participant to be credited with, and the account of the Direct Participant (or, if such account is held for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a)Euroclear or Clearstream, transferee and transferor of such notes shall furnish such other information the Euroclear or Clearstream account, as the Indenture Trustee shall reasonably request. If case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the conditions to transfer set forth Regulation S Global Note for a beneficial interest in Section 2.14(a) are not fully satisfied or if the related Rule 144A Global Note Registrar receives written notice or a Responsible Officer of the Note Registrar otherwise obtains actual knowledge that (i) during the Restricted Period, a transfer or attempted or purported transfer certification in the form of any interest in any Non-Offered Exhibit I hereto given by the Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee Owner, or (ii) after the holder of any interest in a Note is in breach of any deemed representation or agreement of such holderRestricted Period, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights an Investment Representation Letter in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder form of such Non-Offered Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trustee.Exhibit

Regulation S Global Note to Rule 144A Global Note. All or If an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its interest in such Regulation S Global Note to a Person taking who wishes to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or Class, such owner's transferee may, subject to the rules and procedures of the Depository, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to for such Series and/or Class. Upon the receipt by the Indenture Trustee and the Note Registrar, of a Rule 144A Transfer Certificate (A) instructions from the transferee (in Depository directing the case of Indenture Trustee and the Note Registrar, to cause to be credited a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or equal to the required minimum denomination for each account; provided that any remaining principal amount of the interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet the required minimum denomination. Any interest in a Regulation S Global Note that is transferred to a Person taking delivery in the form of an beneficial interest in a Rule 144A Global Note shall, upon transfer, cease in an amount equal to be an the beneficial interest in such Regulation S Global Note to be exchanged but not less than the minimum denomination applicable to such owner's Notes held through a Rule 144A Global Note, to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, and become an (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 hereto given by the transferee of such beneficial interest, then the Indenture Trustee will reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred EXECUTION VERSION and the Indenture Trustee and the Note Registrar, shall instruct the Depository, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note and, accordingly, will thereafter be subject for the related Series and/or Class equal to all transfer restrictions and other procedures applicable to interests the reduction in a Rule 144A the principal amount of the Regulation S Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor of such notes shall furnish such other information as the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer of the Note Registrar otherwise obtains actual knowledge that (i) a transfer or attempted or purported transfer of any interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture TrusteeSeries and/or Class.

Regulation S Global Note to Rule 144A Global Note. All or If a portion Holder of an a beneficial interest in a Regulation S Global Note may be transferred wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note for such Series of Notes or to transfer its interest in such Regulation S Global Note to a Person taking transferee who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear and Clearstream or DTC, as the case may be, cause the exchange or transfer of such interest for an equivalent beneficial interest in such Rule 144A Global Note; provided that the remaining beneficial interest in such Regulation S Global Note held by such Holder shall either equal zero or meet the Authorized Minimum Denominations. To the extent that the Indenture Trustee, as Note Registrar, and the Co-Issuers have received (A) instructions from Euroclear, Clearstream or DTC, as the case may be, directing the Indenture Trustee, as Note Registrar, to cause to be credited a beneficial interest in the Rule 144A Global Note or exchanged for an equal to the beneficial interest in a the Regulation S Global Note to be exchanged or transferred but not less than the Authorized Minimum Denominations applicable to Notes held through Rule 144A Global Note only Notes, such instructions to contain information regarding the participant account with DTC to be credited with such increase, and (B) a certificate in accordance the form of Exhibit B attached hereto stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable procedures of to the Depository andGlobal Notes, as applicable, Clearstream or Euroclear including that the Holder is both a QIB and a QP (in addition to those under this Indenturethe case of an exchange) and subject to or that is a QP that the receipt by the Indenture Trustee of a Rule 144A Transfer Certificate from Holder reasonably believes that the transferee is a QIB (in the case of a transfer) and that the beneficial interest is being exchanged or transferred in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other relevant jurisdiction, then Euroclear or Clearstream or the holder (in Indenture Trustee, as Note Registrar, as the case of an exchange) may be, shall instruct DTC to reduce the effect that, among other things, Regulation S Global Note by the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or equal to the required minimum denomination for each account; provided that any remaining principal amount Aggregate Outstanding Principal Amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet the required minimum denomination. Any interest in a Regulation S Global Note that is transferred to a Person taking delivery in the form of an interest in a Rule 144A Global Note shall, upon transfer, cease to be an interest transferred or exchanged, and the Indenture Trustee, as Note Registrar, shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such Regulation S Global Note and become an instructions a beneficial interest in the Rule 144A Global Note and, accordingly, will thereafter be subject equal to all transfer restrictions and other procedures applicable to interests the reduction in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor of such notes shall furnish such other information as the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer principal amount of the Note Registrar otherwise obtains actual knowledge that (i) a transfer or attempted or purported transfer of any interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture TrusteeRegulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. All or If, at any time, after the expiration of the 40-day restricted period, an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its beneficial interest in such Regulation S Global Note to a Person taking who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.06(a)(ii). Upon receipt by the Indenture Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any Participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of EXHIBIT B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a the Person taking delivery in the form of an acquiring such interest in a Rule 144A Global Note shallis a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, upon transfer(B) that the transfer complies with the requirements of Rule 144 under the Securities Act, cease (C) if the transfer is to an Institutional Accredited Investor that such transfer is in compliance with the Securities Act and a certificate in the form of Exhibit C attached hereto and, if such transfer is in respect of an aggregate principal amount of less than $100,000, an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the Securities Act or (D) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of the exemption claimed, such statement to be supported by an interest Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar and in each case, in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of such Regulation S Global Note and become an interest in to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note andby the principal amount at maturity of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, accordinglyand the Trustee, will thereafter as Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be subject credited to all transfer restrictions and other procedures the account of the Person specified in such instructions a beneficial interest in the applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor equal to the reduction in the aggregate principal amount at maturity of such notes shall furnish such other information as Regulation S Global Note and to debit or cause to be debited from the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer account of the Note Registrar otherwise obtains actual knowledge that (i) a Person making such transfer or attempted or purported transfer of any the beneficial interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes is being exchanged or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteetransferred.

Regulation S Global Note to Rule 144A Global Note. All or If, at any time, an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its interest in such Regulation S Global Note to a Person taking who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.3(a)(iii)(B). Upon receipt by the Indenture Trustee of (1) instructions from Euroclear or Cedel Bank, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B-3 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a the Person taking delivery in the form of an acquiring such interest in a Rule 144A Global Note shallis a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, upon transfer(B) that the transfer complies with the requirements of Rule 144 under the Securities Act and any applicable blue sky or securities laws of any state of the United States or (C) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, cease that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of the exemption claimed, such statement to be supported by an interest Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of such Regulation S Global Note and become an interest in to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note andby the principal amount at maturity of the beneficial interest in the Regulation S Global Note to be exchanged, accordinglyand the Trustee, will thereafter as Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be subject credited to all transfer restrictions and other procedures the account of the Person specified in such instructions a beneficial interest in the applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor equal to the reduction in the aggregate principal amount at maturity of such notes shall furnish such other information as Regulation S Global Note and to debit or cause to be debited from the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer account of the Note Registrar otherwise obtains actual knowledge that (i) a Person making such transfer or attempted or purported transfer of any the beneficial interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteebeing transferred.

Regulation S Global Note to Rule 144A Global Note. All or If, at any time, an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depository (or the Note Custodian) wishes to transfer its interest in such Regulation S Global Note to a Person taking person who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.06(a)(ii). Upon receipt by the Indenture Trustee of (1) written instructions from the Depository, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any participant account with the Depository to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depository and (3) a certificate in the form of Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (a) if the transfer is pursuant to Rule 144A, that the person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a Person taking delivery in the form of an person acquiring such interest in a Rule 144A Global Note shallis a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, upon transfer(b) that the transfer complies with the requirements of Rule 144 under the Securities Act and any applicable blue sky or securities laws of any state of the United States or (c) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, cease that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of the exemption claimed, such statement to be supported by an interest Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar, then the Trustee, as Registrar, shall instruct the Depository to reduce or cause to be reduced the aggregate principal amount at maturity of such Regulation S Global Note and become an interest in to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note andby the principal amount at maturity of the beneficial interest in the Regulation S Global Note to be exchanged, accordinglyand the Trustee, will thereafter as Registrar, shall instruct the Depository, concurrently with such reduction, to credit or cause to be subject credited to all transfer restrictions and other procedures the account of the person specified in such instructions a beneficial interest in the applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor equal to the reduction in the aggregate principal amount at maturity of such notes shall furnish such other information as Regulation S Global Note and to debit or cause to be debited from the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer account of the Note Registrar otherwise obtains actual knowledge that (i) a person making such transfer or attempted or purported transfer of any the beneficial interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteebeing transferred.

Regulation S Global Note to Rule 144A Global Note. All or If, at any time, an owner of a portion of an beneficial interest in a Regulation S Global Note may be transferred deposited with the Depository or with the Note Custodian wishes to transfer its interest in such Regulation S Global Note to a Person taking who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note Note, such owner shall, subject to the Applicable Procedures, exchange or exchanged cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note only as provided in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the Section 2.06(a)(ii). Upon receipt by the Indenture Trustee of (1) instructions from Euroclear or Cedel Bank, if applicable, and the Depository, directing the Trustee to credit or cause to be credited a beneficial interest in the Rule 144A Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is to a Person that is a QIB, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is a QIB, and only in a denomination greater than or Global Note equal to the required minimum denomination for each account; provided that any remaining principal amount of the beneficial interest of the transferor or the holder making the exchange in the Regulation S Global Note will either equal zero or meet to be exchanged, such instructions to contain information regarding the required minimum denomination. Any participant account with the Depository to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depository and (3) a certificate in the form of Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that is transferred to a the Person taking delivery in the form of an acquiring such interest in a Rule 144A Global Note shallis a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, upon transfer(B) that the transfer complies with the requirements of Rule 144A under the Securities Act and any applicable blue sky or securities laws of any state of the United States or (C) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, cease that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of the exemption claimed, such statement to be supported by an interest Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Trustee, then the Trustee, as Registrar, shall instruct the Depository to reduce or cause to be reduced the aggregate principal amount at maturity of such Regulation S Global Note and become an interest in to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note andby the principal amount at maturity of the beneficial interest in the Regulation S Global Note to be exchanged, accordinglyand the Trustee, will thereafter as Registrar, shall instruct the Depository, concurrently with such reduction, to credit or cause to be subject credited to all transfer restrictions and other procedures the account of the Person specified in such instructions a beneficial interest in the applicable to interests in a Rule 144A Global Note for as long as it remains such an interest. In connection with any transfers under this Section 2.14(a), transferee and transferor equal to the reduction in the aggregate principal amount at maturity of such notes shall furnish such other information as Regulation S Global Note and to debit or cause to be debited from the Indenture Trustee shall reasonably request. If the conditions to transfer set forth in Section 2.14(a) are not fully satisfied or if the Note Registrar receives written notice or a Responsible Officer account of the Note Registrar otherwise obtains actual knowledge that (i) a Person making such transfer or attempted or purported transfer of any the beneficial interest in any Non-Offered Note was consummated on the basis of an incorrect form or certification from the transferor regarding the transfer or purported transferee or (ii) the holder of any interest in a Note is in breach of any deemed representation or agreement of such holder, the Note Registrar will not register such attempted or purported transfer and if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall vest no rights in the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Noteholder of such Non-Offered Regulation S Global Note that was not a Disqualified Transferee shall be restored to all rights as a Noteholder thereof retroactively to the date of transfer of such Non-Offered Note by such Noteholder. In furtherance of the foregoing, the Indenture Trustee shall be entitled to force a transferee of Non-Offered Notes or any related beneficial interest therein that acquired such Non-Offered Notes or related beneficial interest therein in violation of the provisions of this Indenture to sell such Non-Offered Notes or related beneficial interest therein to a person that satisfies the requirements of this Indenture at the then-current market price therefor, and if the transferee does not comply with such demand within 30 days thereof, the Indenture Trustee may sell or cause such transferee to sell such Non-Offered Notes or related beneficial interest therein to a permitted transferee under this Indenture on such terms as the Indenture Trustee may choose. Nothing herein shall be deemed to imply for the Indenture Trustee and the Note Registrar any duty of investigation or monitoring subsequent to the date of any transfer. No payments will be made on the Notes from the date notice of the sale requirement is sent to the date on which the interest is sold. For the avoidance of doubt, the Issuer (or the Administrator on its behalf) may determine that the transfer restrictions in this Section 2.14 shall no longer be applicable with respect to the Non-Offered Notes upon delivery of written notice to the Indenture Trusteebeing transferred.