Common use of Transfers to Non-U.S. Persons Clause in Contracts

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security that is a Restricted Security to any Non-U.S. Person: The Registrar shall register such transfer if it complies with all other applicable requirements of the Indenture (including Section 3.06 of the Base Indenture) and, (i) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security or (y) the proposed transferor has delivered to the Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and (ii) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Security, upon receipt by the Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (i) above and (y) written instructions given in accordance with the procedures of the Registrar and of the Depositary; (i) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Physical Security) a decrease in the principal amount of the relevant Global Security in an amount equal to the principal amount of the beneficial interest in the relevant Global Security to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities of like amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; ; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company Issuers and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyIssuers and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyIssuers and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company Issuers and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuers shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; ; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and,: (i) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Registrar and Note Registrar, the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Company, Company and the Trustee; and (ii) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Registrar and Note Registrar, the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (i) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; ; whereupon (iA) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (iiB) either (A1) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B2) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of any Security bearing the Restricted Securities Legend to a Security that is a Restricted Security to any Non-U.S. Person: The Registrar shall register such transfer if it complies with all other applicable requirements of the Indenture (including Section 3.06 of the Base Indenture) and,: (i) if the Security to be transferred consists of (xA) a Certificated Security, the Registrar shall register the transfer if such transfer is after the relevant Resale Restriction Termination Date with respect to such Security or (y) the being made by a proposed transferor who has delivered to the Registrar and Trustee a certification substantially in the Company and form of Exhibit 2 to this Appendix A or (B) an interest in the Regulation S Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a Regulation S Certificate and, unless otherwise agreed by certification substantially in the Company, an opinion form of counsel, certifications and other information satisfactory Exhibit 2 to the Company, andthis Appendix A; (ii) if the proposed transferor is or is acting through an Agent Member holding Security to be transferred consists of a beneficial interest in a Global Certificated Security, upon receipt by the Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (i) above and (y) written instructions given in accordance with DTC’s and the Registrar’s procedures of the Registrar and of the Depositary; (i) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Physical Security) a decrease in the principal amount of the relevant Global Security in an amount equal to the principal amount of the beneficial interest in the relevant Global Security to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Securitytherefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of such the Regulation S Global Security in an amount equal to the principal amount of the beneficial Certificated Security, to be transferred, and the Trustee shall cancel the Certificated Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest being so in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the Global Security from which interests are to be transferred or in an amount equal to the principal amount of the Securities to be transferred and (B) otherwise an increase in the Company shall execute and (upon receipt principal amount of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Regulation S Global Security in an amount equal to the principal amount of like amountthe Global Security to be transferred.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company Issuers and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyIssuers and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyIssuers and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company Issuers and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; ; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuers shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of Depositary’s and the Registrar and of the DepositaryNote Registrar’s procedures; (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Offshore Global SecurityNote, the Registrar Trustee shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Offshore Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company Issuers and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyIssuers and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyIssuers and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company Issuers and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuers shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a an Initial Security that is a Restricted or an Additional Security to any Non-U.S. Person: The : (a) the Registrar shall register such the transfer if it complies with all other applicable requirements of the Indenture (including Section 3.06 of the Base Indenture) and, (i) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to any Initial Security or any Additional Security, whether or not such Security or (y) bears the Restricted Securities Legend, if the proposed transferor has delivered to the Registrar and a certificate substantially in the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion form of counsel, certifications and other information satisfactory Exhibit 2 to the Company, andthis Appendix; (iib) if the proposed transferor transferee is or is acting through a participant in DTC and the Securities to be transferred consist of definitive Securities which after transfer are to be evidenced by an Agent Member holding a beneficial interest in a Regulation S Global Security, Security upon receipt by the Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (i) above and (y) written instructions given in accordance with DTC’s and the Registrar’s procedures of the Registrar and of the Depositary; (i) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Physical Security) a decrease in the principal amount of the relevant Global Security in an amount equal to the principal amount of the beneficial interest in the relevant Global Security to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Securitycertificate required by Section 2.4(1)(a), together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of definitive Securities to be transferred, and the Trustee and/or the Registrar shall cancel the definitive Securities so transferred or decrease the principal amount of such definitive Security, as the case may be; (c) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.4(1)(a), together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which such interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities of like amountGlobal Security to be transferred.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security that is a Restricted Security to any Nonnon-U.S. Person: The Registrar shall register such transfer if it complies with all other applicable requirements of the Indenture (including Section 3.06 of the Base Indenture) and,person: (i) the Security Registrar shall register the transfer of any Restricted Security if (x) such the requested transfer is not prior to the later of the date which is one year (or such other period as may be prescribed by Rule 144 under the Securities Act or any successor provision thereunder) after the relevant Resale Restriction Termination Date with respect to later of the original issue date of such Security (or of any Predecessor Security) or the date on which such Security is (a) freely transferable in accordance with Rule 144 by a person that is not an “affiliate” (as defined in Rule 144) of the Company where no conditions under Rule 144 are then applicable (other than the holding period requirement of paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination), (b) does not bear any restrictive legends relating to the Securities Act and (c) does not bear a restrictive CUSIP number or (y) the proposed transferor transferee has delivered checked the box provided for on the form of Security stating, and has provided to the Security Registrar such certifications, opinions and other information as the Company and the Trustee a Regulation S Certificate Security Registrar may (and, unless otherwise agreed if so directed by the Company, an opinion shall) require, stating that such Security is being transferred pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of counsel, certifications and other information satisfactory to Regulation S under the Company, Securities Act; and (ii) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Rule 144A Global Security, upon receipt by the Security Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications certificate stating that such Security is being transferred pursuant to offers and other information, if any, required by clause (i) above sales to non-U.S. Persons that occur outside the United States in compliance with Rule 903 or 904 of Regulation S under the Securities Act and (y) written instructions given in accordance with the procedures of Depository’s and the Registrar and of Security Registrar’s procedures; whereupon the Depositary; (i) the Security Registrar shall reflect on its books and records the date of such transfer and (A) (if the transfer does not involve involves a transfer of any outstanding Physical a beneficial interest in a Rule 144A Global Security) a decrease in the principal amount of the relevant such Rule 144A Global Security in an amount equal to the principal amount of the beneficial interest in the relevant Global Security to be transferred, transferred and (iiB) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of such a Regulation S Global Security in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities of like amountto be transferred.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-Non U.S. Person: . The Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture) and, (i) if the Note to be transferred consists of Notes in definitive registered form, (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Registrar and Registrar, the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion Opinion of counselCounsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (ii) if the proposed transferor transferee is or is acting through an Agent Member holding a beneficial interest in a Global SecurityMember, upon receipt by the Registrar and Registrar, the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (i) above and (y) written instructions given in accordance with the procedures of the Registrar and of the Depositary; (i) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Physical Security) a decrease in the principal amount of the relevant Global Security in an amount equal to the principal amount of the beneficial interest in the relevant Global Security to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Security, Depositary whereupon the Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S the transferee Global Security Note in an amount equal to the principal amount of the Note in definitive registered form or the beneficial interest in the relevant Global Note to be transferred, and shall cancel the Note in definitive registered form or reflect on its books and records the date and a decrease the principal amount of the transferor Global Note in an amount equal to the principal amount of the beneficial interest being so transferred transferred. Through the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be held only through designated Agent Members holding on behalf of Euroclear or (B) otherwise Clearstream unless delivery is made in accordance with the Company shall execute and (upon receipt provisions of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities of like amountthis Section 2.10(b).

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Non‑U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; ; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; ; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuers shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Non‑U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion Opinion of counselCounsel, certifications and other information satisfactory to the Company, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company Issuer and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyIssuer and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyIssuer and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company Issuer and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Common Depositary; ; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuer shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuers shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and (upon receipt of an Authentication Order) deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company Issuer and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyIssuer and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyIssuer and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company Issuer and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; ; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuer shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security that is Rule 144A Global Note or a Restricted Security beneficial interest therein to any Non-Non U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; ; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Non‑U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion Opinion of counselCounsel, certifications and other information satisfactory to the Company, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; ; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the DepositaryDepositary (in the case of a Dollar Global Note) or Euroclear or Clearstream, as applicable (in the case of a Euro Global Note); whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: . The Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture) and, (i) if the Note to be transferred consists of Notes in definitive registered form, (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Registrar and Registrar, the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion Opinion of counselCounsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (ii) if the proposed transferor transferee is or is acting through an Agent Member holding a beneficial interest in a Global SecurityMember, upon receipt by the Registrar and Registrar, the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (i) above and (y) written instructions given in accordance with the procedures of the Registrar and of the Depositary; (i) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Physical Security) a decrease in the principal amount of the relevant Global Security in an amount equal to the principal amount of the beneficial interest in the relevant Global Security to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Security, Depositary whereupon the Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S the transferee Global Security Note in an amount equal to the principal amount of the Note in definitive registered form or the beneficial interest in the relevant Global Note to be transferred, and shall cancel the Note in definitive registered form or reflect on its books and records the date and a decrease the principal amount of the transferor Global Note in an amount equal to the principal amount of the beneficial interest being so transferred transferred. Through the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be held only through designated Agent Members holding on behalf of Euroclear or (B) otherwise Clearstream unless delivery is made in accordance with the Company shall execute and (upon receipt provisions of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities of like amountthis Section 2.09(b).

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture305) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion of counsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuers shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security Note that is a Restricted Security to any Non-Non U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture2.8) and, (ia) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the CompanyCompany and the Trustee, an opinion Opinion of counselCounsel, certifications and other information satisfactory to the CompanyCompany and the Trustee, and (iib) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global SecurityNote, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (ia) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical SecurityNote) a decrease in the principal amount of the relevant Global Security Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Security Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global SecurityNote, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities Notes of like tenor and amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security that is a Restricted Security restricted security to any Non-U.S. Person: The Security Registrar shall register such transfer if it complies with all other applicable requirements of the this Indenture (including Section 3.06 of the Base Indenture2.5) and,: (i1) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security or (y) the proposed transferor has delivered to the Security Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion Opinion of counselCounsel, certifications and other information reasonably satisfactory to the Company, ; and (ii2) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Security, upon receipt by the Security Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (i1) above and (y) written instructions given in accordance with the procedures of the Security Registrar and of the Depositary; , whereupon (i) the Security Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Outstanding Physical Security) a decrease in the principal amount of the relevant Global Security in an amount equal to the principal amount of the beneficial interest in the relevant Global Security to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Security, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities of like tenor and amount.