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

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in a Regulation S Global Note 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 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 cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Class. Upon the receipt by the Indenture Trustee and the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, to cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to 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 (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 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or Class.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-2 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, in compliance with certain restrictions imposed during the Distribution Compliance Period, as applicable, and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (C) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee Registrar will reduce approve the principal amount of instructions at DTC to reduce, or cause to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-2 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee Registrar will reduce approve the principal amount of instructions at DTC to reduce, or cause to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If the Note Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this Section 2.4(d)(iii). Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Applicable Procedures from the a Depository Participant directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 to be transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (C) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class to be transferred and Rule 144A Global Note (x) during the Indenture Trustee and Restricted Period, a certification in the form of Exhibit E hereto given by the Note RegistrarOwner, or (y) after the Restricted Period, an Investment Representation Letter in the form of Exhibit B hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in a Regulation S Global Note 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 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 cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Class. Upon the receipt by the Indenture Trustee and the Trustee, as Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Trustee, as Note Registrar, to cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to 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 (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 and the Indenture Trustee and the Trustee, as 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or Class.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-4 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-6 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee Registrar will reduce approve the principal amount of instructions at DTC to reduce, or cause to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If the Beneficial Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee Holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this Section 4.02(l)(iii). Upon the receipt by the Indenture Trustee and Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 balance 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 DTC Participant to be credited with, and the account of the DTC Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class Rule 144A Global Note (i) during the Distribution Compliance Period, a certificate in the form of Exhibit G hereto given by the Beneficial Owner, or (ii) after the Distribution Compliance Period, a Rule 144A Certification from the transferee of such interest to the effect that such transferee is a Qualified Institutional Buyer and a Qualified Purchaser, the Note Registrar shall instruct DTC to reduce the denomination of the Regulation S Global Note by the Note balance of the beneficial interest in the Regulation S Global Note to be transferred and the Indenture Trustee and the Note Registrar, shall instruct the Depositoryand, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the Note balance of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a Note balance equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If the Note Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this Section 2.04(d)(iii). Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Applicable Procedures from the a Depository Participant directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 to be transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (C) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class to be transferred and Rule 144A Global Note (x) during the Indenture Trustee and Restricted Period, a certification in the form of Exhibit E hereto given by the Note RegistrarOwner, or (y) after the Restricted Period, an Investment Representation Letter in the form of Exhibit B hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Notes Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Notes Registrar to cause request to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-4 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-6 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee Notes Registrar will reduce approve the principal amount of instructions at DTC to reduce, or request to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, Notes Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause request to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in a the Regulation S Global Note related to a Series and/or Class deposited with the Depositary or on behalf of with the Depository Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Regulation S Global Note to a Person who wishes is required to take delivery thereof in the form of an interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee Holder may, subject to the rules and procedures of Euroclear or Clearstream, as the Depositorycase may be, and the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, principal Registrar of (A1) instructions from Euroclear or Clearstream, if applicable, and the Depository Depositary, directing the Indenture Trustee and the Note Registrar, principal Registrar to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note to be exchanged but not less than or transferred, (2) a written order given in accordance with the minimum denomination applicable to such owner’s Notes held through a Rule 144A Global Note, to be exchanged, such instructions to contain Depositary's procedures containing information regarding the participant account with of the Depository to be credited with such increase, Depositary and (B3) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 C attached hereto given by the transferee owner of such beneficial interest, then the Indenture Trustee will reduce Euroclear or Clearstream or the principal amount of Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced the Regulation S Global Note and to increase or cause to be increased 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 exchanged or transferred, and the Indenture Trustee and the Note Registrar, principal Registrar shall instruct the DepositoryDepositary, 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for and to debit or cause to be debited from the related Series and/or Classaccount of the Person making such exchange or transfer the beneficial interest in the Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If the Beneficial Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this subsection 4.02(j)(iii). Upon the receipt by the Indenture Trustee and Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class Rule 144A Global Note (i) during the Restricted Period, a certificate in the form of Exhibit G hereto given by the Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A Certification from the transferee to be transferred and the Indenture Trustee and effect that such transferee is a Qualified Institutional Buyer, the Note Registrar, Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If the Note Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee may, subject to the rules and procedures of the Depository, exchange holder may transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with all Applicable Procedures and the provisions of this Section 2.4(d)(iii). Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Applicable Procedures from the a Depository Participant directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 Denomination of the beneficial interest in the Regulation S Global Note to be transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (C) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class to be transferred and Rule 144A Global Note (i) during the Indenture Trustee and Restricted Period, a certification in the form of Exhibit L hereto given by the Note RegistrarOwner, or (ii) after the Restricted Period, an Investor Representation Letter in the form of Exhibit B hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-3 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Purchaser and a Qualified Institutional Buyer, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-4 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a Qualified Institutional Buyer and a Qualified Purchaser, then the Indenture Trustee Registrar will reduce approve the principal amount of instructions at DTC to reduce, or cause to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If the Beneficial Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this Section 2.04(j)(iii). Upon the receipt by the Indenture Trustee and Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class Rule 144A Global Note (i) during the Restricted Period, a certificate in the form of Exhibit G hereto given by the Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A Certification in the form of Exhibit D hereto from the transferee to be transferred and the Indenture Trustee and effect that such transferee is a Qualified Institutional Buyer, the Note Registrar, Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If the Beneficial Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this subsection 4.02(j)(iii). Upon the receipt by the Indenture Trustee and Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class Rule 144A Global Note (i) during the Distribution Compliance Period, a certificate in the form of Exhibit G hereto given by the Beneficial Owner, or (ii) after the Distribution Compliance Period, a Rule 144A Certification from the transferee to be transferred and the Indenture Trustee and effect that such transferee is a Qualified Institutional Buyer, the Note Registrar, Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer exchange its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Rule 144A Global Note of the same Class, or to transfer its interest in such Regulation S Global Note for such Series and/or an interest in a Rule 144A Global Note of the same Class, such owner’s transferee holder may, subject to the rules and procedures of Euroclear, Clearstream or the Depository, as the case may be, exchange or transfer or cause the exchange or transfer of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Collateral Trustee, as Notes Registrar, of of: (A) instructions from Euroclear, Clearstream or the Depository Depository, as the case may be, directing the Indenture Trustee and the Note Collateral Trustee, as Notes Registrar, to cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note Note, in an Authorized Denomination, 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 exchangedor transferred, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, and and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 hereto Certificate given by the transferee holder of such beneficial interestinterest and stating, then among other things, that, in the Indenture Trustee will reduce case of a transfer, the principal amount of the Person transferring such interest in such Regulation S Global Note and increase reasonably believes that the principal amount of the Person acquiring such interest in a Rule 144A Global Note for is a Qualified Institutional Buyer, is obtaining such beneficial interest in a transaction meeting the related Series and/or Class by requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction, and is also a Qualified Purchaser, the Collateral Trustee, as Notes Registrar, as the case may be, will confirm the instructions at the Depository to reduce the aggregate principal amount of the beneficial interest in the applicable Regulation S Global Note for and to increase the related Series and/or Class aggregate principal amount of such Rule 144A Global Note by the beneficial interest in such Regulation S Global Note to be transferred or exchanged and the Indenture Trustee and the Note Collateral Trustee, as Notes Registrar, shall instruct the Depository, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If the Beneficial Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this subsection 4.02(j)(iii). Upon the receipt by the Indenture Trustee and Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class Rule 144A Global Note (i) during the Restricted Period, a certificate in the form of Exhibit G hereto given by the Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A Certification from the transferee to be transferred and the Indenture Trustee and effect that such transferee is a Qualified Institutional Buyer, the Note Registrar, Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If If, at any time, after the expiration of the 40-day restricted period, an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with the Depositary or on behalf of with the Depository Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Classas provided in this Section 2.06(a)(ii). Upon the receipt by the Indenture Trustee and the Note Registrar, of (A1) instructions from Euroclear or Cedel, if applicable, and the Depository Depositary, directing the Indenture Trustee and the Note Trustee, as Registrar, to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the 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 Participant account with the Depository 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 (B3) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-2 attached hereto given by the transferee owner of such beneficial interest----------- 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 the Person acquiring such interest in a Rule 144A Global Note is 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, (B) that the transfer complies with the requirements of Rule 144 under the Securities Act, (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 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 Indenture Trustee will Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the such 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 the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred exchanged or transferred, and the Indenture Trustee and the Note Trustee, as Registrar, shall instruct the DepositoryDepositary, 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 applicable Rule 144A Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global Note and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Regulation S Global Note for the related Series and/or Classthat is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If All or a portion of an owner of a beneficial interest in a Regulation S Global Note 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 may be transferred to a Person who wishes to take taking 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 cause the exchange of such interest exchanged for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Class. Upon 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 and the Note Registrar, of (A) instructions a Rule 144A Transfer Certificate from the Depository directing transferee (in the Indenture Trustee 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 Registrar, will either equal zero or meet the required minimum denomination. Any interest in a Regulation S Global Note that is transferred to cause to be credited a beneficial Person taking delivery in the form of an interest in a Rule 144A Global Note in shall, upon transfer, cease to be an amount equal to 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 (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 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 become an interest in the Rule 144A Global Note for the related Series and/or Class equal and, accordingly, will thereafter be subject to the reduction all transfer restrictions and other procedures applicable to interests in the principal amount of the Regulation S 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 Series and/or Classbeneficial 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. If an owner of a beneficial interest in a Regulation S Global Note 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 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 's transferee may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Class. Upon the receipt by the Indenture Trustee and the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, to cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged but not less than the minimum denomination applicable to such owner’s '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 (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 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or Class.

Regulation S Global Note to Rule 144A Global Note. If If, at any time, an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository (or the Note Custodian) wishes at any time to transfer its interest in such Regulation S Global Note to a Person person who wishes is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Classas provided in this Section 2.06(a)(ii). Upon the receipt by the Indenture Trustee and the Note Registrar, of (A1) written instructions from the Depository Depository, directing the Indenture Trustee and the Note Trustee, as Registrar, to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the 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, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depository and (B3) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-2 attached hereto given by the transferee owner of such beneficial interestinterest 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 the person acquiring such interest in a Rule 144A Global Note is 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, (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, 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 Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar, then the Indenture Trustee will Trustee, as Registrar, shall instruct the Depository to reduce or cause to be reduced the aggregate principal amount at maturity of the such 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 the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred exchanged, and the Indenture Trustee and the Note Trustee, as Registrar, shall instruct the Depository, concurrently with such reduction, to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in the applicable Rule 144A Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global Note and to debit or cause to be debited from the account of the person making such transfer the beneficial interest in the Regulation S Global Note for the related Series and/or Classthat is being transferred.

Regulation S Global Note to Rule 144A Global Note. If the Note Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this Section 2.04(d)(iii). Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Applicable Procedures from the a Depository Participant directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 Denomination of the beneficial interest in the Regulation S Global Note to be transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (C) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class to be transferred and Rule 144A Global Note (x) during the Indenture Trustee and Restricted Period, a certification in the form of Exhibit E hereto given by the Note RegistrarOwner, or (y) after the Restricted Period, an Investment Representation Letter in the form of Exhibit B hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If If, at any time, after the expiration of the 40-day restricted period, an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with the Depositary or on behalf of with the Depository Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Classas provided in this Section 2.06(a)(ii). Upon the receipt by the Indenture Trustee and the Note Registrar, of (A1) instructions from Euroclear or Cedel, if applicable, and the Depository Depositary, directing the Indenture Trustee and the Note Trustee, as Registrar, to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the 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 Participant account with the Depository 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 (B3) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-2 attached hereto given by the transferee owner of such beneficial interestinterest 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 the Person acquiring such interest in a Rule 144A Global Note is 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, (B) that the transfer complies with the requirements of Rule 144 under the Securities Act, (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 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 Indenture Trustee will Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the such 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 the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred exchanged or transferred, and the Indenture Trustee and the Note Trustee, as Registrar, shall instruct the DepositoryDepositary, 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 applicable Rule 144A Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global Note and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Regulation S Global Note for the related Series and/or Classthat is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If the Beneficial Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this Section 4.02(l)(iii). Upon the receipt by the Indenture Trustee and Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a DTC Participant directing the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified DTC Participant’s account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant to be credited with, and the account of the DTC Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class Rule 144A Global Note (i) during the Distribution Compliance Period, a certificate in the form of Exhibit G hereto given by the Beneficial Owner that is transferring such interest, or (ii) after the Distribution Compliance Period, a Rule 144A Certification from the transferee of such interest to the effect that such transferee is a Qualified Institutional Buyer and a Qualified Purchaser, the Note Registrar shall instruct DTC to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred and the Indenture Trustee and the Note Registrar, shall instruct the Depositoryand, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a DTC Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer exchange its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Rule 144A Global Note of the same Class, or to transfer its interest in such Regulation S Global Note for such Series and/or an interest in a Rule 144A Global Note of the same Class, such owner’s transferee holder may, subject to the rules and procedures of Euroclear, Clearstream or the Depository, as the case may be, exchange or transfer or cause the exchange or transfer of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Trustee, as Notes Registrar, of of: (A) instructions from Euroclear, Clearstream or the Depository Depository, as the case may be, directing the Indenture Trustee and the Note Trustee, as Notes Registrar, to cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note Note, in an Authorized Denomination, 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 exchangedor transferred, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, and and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 hereto Certificate given by the transferee holder of such beneficial interestinterest and stating, then among other things, that, in the Indenture Trustee will reduce case of a transfer, the principal amount of the Person transferring such interest in such Regulation S Global Note and increase reasonably believes that the principal amount of the Person acquiring such interest in a Rule 144A Global Note for is a Qualified Institutional Buyer, is obtaining such beneficial interest in a transaction meeting the related Series and/or Class by requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction, and is also a Qualified Purchaser, the Trustee, as Notes Registrar, as the case may be, will confirm the instructions at the Depository to reduce the aggregate principal amount of the beneficial interest in the applicable Regulation S Global Note for and to increase the related Series and/or Class aggregate principal amount of such Rule 144A Global Note by the beneficial interest in such Regulation S Global Note to be transferred or exchanged and the Indenture Trustee and the Note Trustee, as Notes Registrar, shall instruct the Depository, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in a Regulation S Global Note 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 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 cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Class. Upon the receipt by the Indenture Trustee and the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, to cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to 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 (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 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or Class.

Regulation S Global Note to Rule 144A Global Note. If an owner Subject to the rules and procedures of DTC and this Section 2.5(e)(ii), a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes DTC may at any time to exchange its interest in such Regulation S Global Note for an equivalent beneficial interest in the corresponding Rule 144A Global Note or transfer its interest in such Regulation S Global Note to a Person who wishes to take taking 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 cause the exchange of such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee Trustee, the Note Registrar and the Note Registrar, Transfer Agent of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Transfer Agent to credit or cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note to be exchanged or transferred, but not less than the minimum denomination Minimum Denomination applicable to such owner’s Notes held through a Rule 144A Global Note, to be exchangedClass of Notes, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a duly-executed certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-3 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-4 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee will reduce Transfer Agent shall approve the principal amount of instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note and to increase or cause to be increased, the principal amount of the corresponding 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 or exchanged or transferred 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 securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in a the Regulation S Global Note related to a Series and/or Class deposited with the Depositary or on behalf of with the Depository Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Regulation S Global Note to a Person who wishes is required to take delivery thereof in the form of an interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee Holder may, subject to the rules and procedures of Euroclear or Cedel, as the Depositorycase may be, and the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, principal Registrar of (A1) instructions from Euroclear or Cedel, if applicable, and the Depository Depositary, directing the Indenture Trustee and the Note Registrar, principal Registrar to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note to be exchanged but not less than or transferred, (2) a written order given in accordance with the minimum denomination applicable to such owner’s Notes held through a Rule 144A Global Note, to be exchanged, such instructions to contain Depositary's procedures containing information regarding the participant account with of the Depository to be credited with such increase, Depositary and (B3) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 C attached hereto given by the transferee owner of such beneficial interest, then the Indenture Trustee will reduce Euroclear or Cedel or the principal amount of Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced the Regulation S Global Note and to increase or cause to be increased 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 exchanged or transferred, and the Indenture Trustee and the Note Registrar, principal Registrar shall instruct the DepositoryDepositary, 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for and to debit or cause to be debited from the related Series and/or Classaccount of the Person making such exchange or transfer the beneficial interest in the Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If the Note Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this Section 5.05(d)(iii). Upon the receipt by the Indenture Trustee and 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, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Direct Participant's account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 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 Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class to be transferred and Rule 144A Global Note (i) during the Indenture Trustee and Restricted Period, a certification in the form of Exhibit I hereto given by the Note RegistrarOwner, or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit F attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Direct Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a separate Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A such separate Regulation S Global Note for such Series and/or Classas provided in this Section 2.06(a)(ii). Upon the receipt by the Indenture Trustee and the Note Registrar, of (A) instructions from given in accordance with the Depository Applicable Procedures directing the Indenture Trustee Trustee, as Registrar and the Note RegistrarCustodian, to cause to be credited credit a beneficial interest in a the separate Rule 144A Global Note in an amount equal to the beneficial interest in such the 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 increasetransferred, and (B) in the case of Global Notes that are Transfer Restricted Securities, a certificate (each, a “Rule 144A Note Transfer Certificate”) substantially in the form of Exhibit B-1 B-2 attached hereto given by the transferee owner of such beneficial interestinterest stating that the Person transferring such interest reasonably believes that the Person acquiring such interest is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) (a “QIB”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Indenture Trustee will Trustee, as Registrar and Note Custodian, shall reduce the aggregate principal amount of the appropriate Regulation S Global Note and increase the aggregate principal amount of the other 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 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 transferred. Any beneficial interest in one of the Rule 144A Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interest in such other Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or Classso long as it remains such an interest.

Regulation S Global Note to Rule 144A Global Note. If an owner of Owner Transferor wishes at any time to transfer a beneficial interest in a Regulation S Global Note 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 an Owner Transferee 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 cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for Note, such Series and/or Classtransfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 2.6(f). Upon the receipt by the Indenture Trustee and the Note Registrar, Fiscal Agent of (A1) written instructions given in accordance with the Applicable Procedures from the Depository Participant Transferor, directing the Indenture Trustee and the Note Registrar, Fiscal Agent to credit or cause to be credited to a specified account of a Participant Transferee a beneficial interest in a Rule 144A Global Note in an a principal amount equal to 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 (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 that of the beneficial interest in the Regulation S Global Note to be so transferred (the “Regulation S Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Transferee to be credited with, and the account of the Participant Transferor to be debited for, the Regulation S Global Amount, and (3) if the transfer is prior to or on the 40th day after the later of the commencement of the offering of the Notes and the issue date of the Notes, a certificate in substantially the form set forth in Exhibit C hereto given by the Owner Transferor stating (A) that the Person transferring such interest in a Regulation S Global Note (i) reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer purchasing for its own account (or for the related Series and/or Class account of one or more Qualified Institutional Buyers over which account it exercises sole investment discretion), (ii) has notified such Person of the transfer restrictions applicable to be transferred the Global Notes, and (B) the Indenture Trustee and transfer is in accordance with any applicable securities laws of any state of the Note RegistrarUnited States or any other applicable jurisdiction, the Fiscal Agent shall instruct Euroclear or Clearstream, as applicable, to reduce the Depositoryprincipal amount of the Regulation S Global Note, concurrently with such reductionand to increase the principal amount of the Rule 144A Global Note, by the Regulation S Global Transferred Amount, and to credit or cause to be credited to the account of the Person specified in such instructions Participant Transferee a beneficial interest in the Rule 144A Global Note for the related Series and/or Class equal Note, and to debit or cause to be debited to the reduction account of the Participant Transferor a beneficial interest in the principal amount of the Regulation S Global Note for Note, in each case having a principal amount equal to the related Series and/or ClassRegulation S Global Transferred Amount.

Regulation S Global Note to Rule 144A Global Note. If an owner Subject to the rules and procedures of DTC and this Section 2.5(e)(ii), a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes DTC may at any time to exchange its interest in such Regulation S Global Note for an equivalent beneficial interest in the corresponding Rule 144A Global Note or transfer its interest in such Regulation S Global Note to a Person who wishes to take taking 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 cause the exchange of such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee Trustee, the Note Registrar and the Note Registrar, Transfer Agent of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Transfer Agent to credit or cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note to be exchanged or transferred, but not less than the minimum denomination Minimum Denomination applicable to such owner’s Notes held through a Rule 144A Global Note, to be exchangedClass of Notes, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a duly-executed certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-3 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-4 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee will reduce Transfer Agent shall approve the principal amount of instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note and to increase or cause to be increased, the principal amount of the corresponding Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount amountAggregate Principal Balance of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be or exchanged or transferred 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 securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a Beneficial Owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee Beneficial Owner may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, pursuant to the Paying Agent Agreement, of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination applicable to such owner’s Beneficial Owner's Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 hereto given Purchaser Representation Letter delivered by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a Qualified Institutional Buyer, then the Indenture Trustee Note Registrar, pursuant to the Paying Agent Agreement, will reduce approve the principal amount of the instructions at DTC to reduce, or cause to be reduced, such 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 such Regulation S Global Note for the related Series and/or Class to be transferred and the Indenture Trustee or exchanged and the Note Registrar, pursuant to the Paying Agent Agreement, shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a ------------------------------------------------- beneficial interest in a the Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a such Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the rules and procedures of the Depositoryrelevant Depositary, to the extent applicable, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in a such Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note RegistrarTrustee, as transfer agent, of (Al) instructions given in accordance with the procedures of the relevant Depositary, to the extent applicable, from or on behalf of a beneficial owner of an interest in the Depository Regulation S Global Note directing the Indenture Trustee and the Note RegistrarTrustee, as transfer agent, to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note to be exchanged but not less than or transferred, (2) a written order given in accordance with the minimum denomination applicable to such owner’s Notes held through a Rule 144A Global Note, to be exchanged, such instructions to contain procedures of the relevant Depositary containing information regarding the participant account with the Depository such Depositary to be credited with such increaseincrease and the name of such account, and (B3) prior to or on the 40th day after the later of the commencement of the offering of the Notes and the Closing Date (the "Restricted Period"), a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 hereto D given by the transferee ----------------- holder of such beneficial interestinterest and stating that the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in such Rule 144A Global Note is a Qualified Institutional Buyer (as defined in Rule 144A) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or any other jurisdiction, then the Indenture Trustee will Trustee, as transfer agent, shall promptly deliver appropriate instructions to the relevant Depositary, its nominee, or the custodian for the relevant Depositary, as the case may be, to reduce the principal amount or reflect on its records a reduction 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 such Regulation S Global Note to be exchanged or transferred, and the Trustee, as transfer agent, shall promptly deliver appropriate instructions to the Depositary, its nominee, or the custodian for the related Series and/or Class to be transferred and Depositary, as the Indenture Trustee and the Note Registrar, shall instruct the Depositorycase may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Rule 144A Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the such Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Regulation S Global Note for Note. After the related Series and/or Classexpiration of the Restricted Period, the certification requirement set forth in clause (3) of the second sentence of this Section 2.7(c) will no longer apply to such transfers.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause request to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-4 attached 88 hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-6 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee Note Registrar will reduce approve the principal amount of instructions at DTC to reduce, or request to be reduced, 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 and the Indenture Trustee or exchanged and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause request to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a the Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the rules and procedures of Euroclear or Clearstream and the DepositoryDepositary, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Trustee, as Registrar, as its Corporate Trust Office of (A1) instructions from given in accordance with the Depository Depositary's procedures directing the Indenture Trustee and the Note Trustee, as Registrar, to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the 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 exchangedor transferred, such instructions to contain information regarding the participant Agent Member's account with the Depository Depositary to be credited with such increase, and (B2) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 C attached hereto given by the transferee holder of such beneficial interest, then interest and stating that the Indenture Trustee will reduce the principal amount of Person transferring such interest in the Regulation S Global Note reasonably believes that the person acquiring such interest in the Rule 144A Global Note is a QIB and is obtaining such beneficial interest in a transaction otherwise meeting the requirements of Rule 144A any applicable securities laws of any state of the United States and any other jurisdiction, the Trustee, as Registrar, shall instruct the Common Depositary for Euroclear or Clearstream to reduce the Regulation S Global Note by the aggregate principal amount of the beneficial interest to be exchanged or transferred, and the Trustee, as Registrar, shall in accordance with the Depositary's DWAC procedure, concurrently with such reduction, 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 so exchanged or transferred, 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a Holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and or the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination applicable to such ownerHolder’s Class A Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B2 attached hereto given by the Holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB, then the Indenture Trustee will reduce Registrar shall approve the principal amount of instructions at DTC, Euroclear and/or Clearstream to reduce, or cause to be reduced, 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 or exchanged and the Indenture Trustee and Registrar shall approve the Note Registrarinstruction at DTC, shall instruct the Depository, Euroclear and/or Clearstream concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in a the Regulation S Global Note related to a Series and/or Class deposited with the Depositary or on behalf of with the Depository Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Regulation S Global Note to a Person who wishes is required to take delivery thereof in the form of an interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee Holder may, subject to the rules and procedures of Euroclear or Cedel, as the Depositorycase may be, and the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, principal Registrar of (A1) instructions from Euroclear or Cedel, if applicable, and the Depository Depositary, directing the Indenture Trustee and the Note Registrar, principal Registrar to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the 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 exchangedor transferred, such instructions to contain information regarding the participant account with the Depository Depositary to be credited with such increase, (2) a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and (B3) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 D attached hereto given by the transferee owner of such beneficial interest, then the Indenture Trustee will reduce Euroclear or Cedel or the principal amount of Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced the Regulation S Global Note and to increase or cause to be increased the principal amount at maturity of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred exchanged or transferred, and the Indenture Trustee and the Note Registrar, principal Registrar shall instruct the DepositoryDepositary, 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for and to debit or cause to be debited from the related Series and/or Classaccount of the Person making such exchange or transfer the beneficial interest in the Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the -77- corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-2 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee Registrar will reduce approve the principal amount of instructions at DTC to reduce, or cause to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Regulation S Global Note for an interest in a Rule 144A Global Note, or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the rules and procedures of Euroclear or Clearstream or DTC, as the Depositorycase may be, exchange or cause the exchange or transfer of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such of the same Series and/or and Class. Upon the receipt by the Indenture Trustee and the Note Trustee, as Registrar, of (A1) instructions from Euroclear or Clearstream or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to the beneficial interest in such a Regulation S Global Note to be exchanged or transferred, 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 agent member’s account with the Depository DTC to be credited with such increaseincrease and information regarding the agent member’s account with DTC to be debited with such decrease, and (B2) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 A-2 attached hereto given by the transferee holder of such beneficial interest, then interest and stating that the Indenture Trustee will reduce the principal amount of Person transferring such interest in the Regulation S Global Note and increase reasonably believes that the principal amount of Person acquiring such interest in the Rule 144A Global Note for is a Qualified Institutional Buyer and is obtaining such beneficial interest in a transaction meeting the related Series and/or Class requirements of Rule 144A, Euroclear or Clearstream or the Registrar, as the case may be, shall instruct DTC to reduce the Regulation S Global Note by the aggregate principal amount Principal Amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred exchanged or transferred, and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to increase the Principal Amount of the Rule 144A Global Note by the aggregate Principal Amount of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, and 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 for the related Series and/or Class equal to the reduction in the principal amount Principal Amount of the Regulation S Global Note for the related Series and/or Classto be so exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a the Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the rules and procedures of Euroclear or Clearstream and the DepositoryDepositary, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Trustee, as Registrar, as its Corporate Trust Office of (A1) instructions from given in accordance with the Depository Depositary’s procedures directing the Indenture Trustee and the Note Trustee, as Registrar, to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the 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 exchangedor transferred, such instructions to contain information regarding the participant Agent Member’s account with the Depository Depositary to be credited with such increase, and (B2) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 C attached hereto given by the transferee holder of such beneficial interest, then interest and stating that the Indenture Trustee will reduce the principal amount of Person transferring such interest in the Regulation S Global Note reasonably believes that the person acquiring such interest in the Rule 144A Global Note is a QIB and is obtaining such beneficial interest in a transaction otherwise meeting the requirements of Rule 144A any applicable securities laws of any state of the United States and any other jurisdiction, the Trustee, as Registrar, shall instruct the Common Depositary for Euroclear or Clearstream to reduce the Regulation S Global Note by the aggregate principal amount of the beneficial interest to be exchanged or transferred, and the Trustee, as Registrar, shall in accordance with the Depositary’s DWAC procedure, concurrently with such reduction, 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 so exchanged or transferred, 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/ or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause request to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-4 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-6 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee Note Registrar will reduce approve the principal amount of instructions at DTC to reduce, or request to be reduced, 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 and the Indenture Trustee or exchanged and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause request to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If the Note Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee may, subject to the rules and procedures of the Depository, exchange holder may transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with all Applicable Procedures and the provisions of this Section 2.4(d)(iii). Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Applicable Procedures from the a Depository Participant directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 Denomination of the beneficial interest in the Regulation S Global Note to be transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (C) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class to be transferred and Rule 144A Global Note (i) during the Indenture Trustee and Restricted Period, a certification in the form of Exhibit L hereto given by the Note RegistrarOwner, or (ii) after the Restricted Period, an Investor Representation Letter in the form of Exhibit B hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause request to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-4 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-6 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee Note Registrar will reduce approve the principal amount of instructions at DTC to reduce, or request to be reduced, 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 and the Indenture Trustee or exchanged and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause request to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Regulation S Global Note for an interest in a Rule 144A Global Note, or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the rules and procedures of Euroclear or Clearstream or DTC, as the Depositorycase may be, exchange or cause the exchange or transfer of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such of the same Series and/or and Class. Upon the receipt by the Indenture Trustee and the Note Trustee, as Registrar, of (A1) instructions from Euroclear or Clearstream or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited a beneficial interest in a Rule 144A Global Note in an amount equal to the beneficial interest in such a Regulation S Global Note to be exchanged or transferred, 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 agent member’s account with the Depository DTC to be credited with such increaseincrease and information regarding the agent member’s account with DTC to be debited with such decrease, and (B2) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 A-2 attached hereto given by the transferee holder of such beneficial interest, then interest and stating that the Indenture Trustee will reduce the principal amount of Person transferring such interest in the Regulation S Global Note and increase reasonably believes that the principal amount of Person acquiring such interest in the Rule 144A Global Note for is a Qualified Institutional Buyer and is obtaining such beneficial interest in a transaction meeting the related Series and/or Class requirements of Rule 144A, Euroclear or Clearstream or the Registrar, as the case may be, shall instruct DTC to reduce the Regulation S Global Note 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 exchanged or transferred, and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to increase the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, and 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or Classto be so exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Collateral Trustee and or the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such owner’s holder's Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, increase and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) Certificate from the transferor and the transferee in the form of Exhibit B-1 hereto given by the transferee of such beneficial interestB-1, then the Indenture Trustee Registrar will reduce confirm the principal amount of the instructions at DTC to reduce, or cause to be reduced, such 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 such Regulation S Global Note for the related Series and/or Class to be transferred or exchanged and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If If, at any time an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with the Security Depository or on behalf of with the Trustee as custodian for the Security Depository wishes at any time to transfer its interest in such Regulation S Global Note to a Person person who wishes to will take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Classas provided in this Section 2.07(a)(ii). Upon the receipt by the Indenture Trustee and the Note Registrar, of (A1) instructions from Euroclear or Clearstream, if applicable, and the Depository Security Depository, directing the Indenture Trustee and the Trustee, as Note Registrar, to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the 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 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 (B3) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 H hereto given by the transferee transferor of such beneficial interestinterest stating (A) that the person transferring such interest in a Regulation S Global Note reasonably believes that the person acquiring such interest in a Rule 144A Global Note is 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, then the Indenture Trustee will Trustee, as Note Registrar, shall instruct the Security Depository to reduce or cause to be reduced the initial aggregate principal amount of the such Regulation S Global Note and to increase or cause to be increased the initial aggregate principal amount of the applicable Rule 144A Global Note for the related Series and/or Class by the aggregate initial principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred exchanged, and the Indenture Trustee and the Trustee, as Note Registrar, shall instruct the Security Depository, concurrently with such reduction, to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in the applicable Rule 144A Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global Note and to debit or cause to be debited from the account of the person making such transfer the beneficial interest in the Regulation S Global Note for the related Series and/or Classthat is being transferred.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC 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 transferee who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear and Clearstream or DTC, as the Depositorycase may be, exchange or cause the exchange or transfer of such interest for an equivalent beneficial interest in a such Rule 144A Global Note; provided that the remaining beneficial interest in such Regulation S Global Note for held by such Series and/or Classholder shall either equal zero or meet the Authorized Minimum Denominations. Upon To the receipt by extent that the Indenture Trustee and the Trustee, as Note Registrar, of and the Co-Issuers have received (A) instructions from Euroclear, Clearstream or DTC, as the Depository case may be, directing the Indenture Trustee and the Trustee, as Note Registrar, to cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note to be exchanged or transferred but not less than the minimum denomination Authorized Minimum Denominations applicable to such owner’s Notes held through a Rule 144A Global Note, to be exchangedNotes, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 A attached hereto given by the holder of such beneficial interest (in the case of an exchange) or the transferee of such beneficial interestinterest (in the case of a transfer) stating that, then in the Indenture Trustee will reduce case of a transfer, the principal amount of holder transferring such interest in the Regulation S Global Note and increase reasonably believes that the principal amount of transferee acquiring such interest in the Rule 144A Global Note for is a QIB (who is also a QP) and is obtaining such beneficial interest in a transaction meeting the related Series and/or Class requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other relevant jurisdiction, or that, in the case of an exchange, the holder is a QIB (who is also a QP), then Euroclear or Clearstream or the Indenture Trustee, as Note Registrar, as the case may be, shall instruct DTC to reduce the Regulation S Global Note by the aggregate principal amount Aggregate Outstanding Principal Amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred or exchanged, and the Indenture Trustee and the Trustee, as Note Registrar, shall instruct the DepositoryDTC, 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a Holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and or the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination applicable to such ownerHolder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, increase and (B) a certificate (each, a “Rule 144A Note the applicable Transfer Certificate”) in the form of Exhibit B-1 hereto given by the transferee of such beneficial interest, then the Indenture Trustee will reduce Registrar shall approve the principal amount of instructions at DTC to reduce, or cause to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, NotesNote Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, NotesNote Registrar to cause request to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-4 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB/QP, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-6 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a QIB/QP, then the Indenture Trustee NotesNote Registrar will reduce approve the principal amount of instructions at DTC to reduce, or request to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, NotesNote Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause request to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and Note Administrator or the Note Registrar, Notes Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Notes Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (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 Notes Registrar shall approve the principal amount of instructions at DTC to reduce, or cause to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, Notes Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a Holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note (if applicable) or to transfer its interest in such Regulation S Global Note to a Person person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or Class(if applicable), such owner’s transferee Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination applicable to such owner’s Holder's Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-2 attached hereto given by the Holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the person transferring such interest in such Regulation S Global Note reasonably believes that the person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a Qualified Institutional Buyer and a Qualified Purchaser, then the Indenture Trustee Registrar will reduce approve the principal amount of instructions at DTC to reduce, or cause to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If an owner a Holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository 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 transferee who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear and Clearstream or DTC, as the Depositorycase may be, exchange or cause the exchange or transfer of such interest for an equivalent beneficial interest in a such Rule 144A Global Note; provided that the remaining beneficial interest in such Regulation S Global Note for held by such Series and/or ClassHolder shall either equal zero or meet the Authorized Minimum Denominations. Upon To the receipt by extent that the Indenture Trustee and the Trustee, as Note Registrar, of and the Co-Issuers have received (A) instructions from Euroclear, Clearstream or DTC, as the Depository case may be, directing the Indenture Trustee and the Trustee, as Note Registrar, to cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note to be exchanged or transferred but not less than the minimum denomination Authorized Minimum Denominations applicable to such owner’s Notes held through a Rule 144A Global Note, to be exchangedNotes, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B attached hereto given by stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including that the Holder is both a QIB and a QP (in the case of an exchange) or that is a QP that the Holder reasonably believes that the transferee is a QIB (in the case of such a transfer) and that the beneficial interestinterest 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 Indenture Trustee will Trustee, as Note Registrar, as the case may be, shall instruct DTC to 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 Aggregate Outstanding Principal Amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred or exchanged, and the Indenture Trustee and the Trustee, as Note Registrar, shall instruct the DepositoryDTC, 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 for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.

Regulation S Global Note to Rule 144A Global Note. If If, at any time, after the expiration of the 40-day restricted period, an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with the Depositary or on behalf of with the Depository Trustee as Note Custodian wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Classas provided in this Section 2.06(a)(ii). Upon the receipt by the Indenture Trustee and the Note Registrar, of (A1) instructions from Euroclear or Cedel, if applicable, and the Depository Depositary, directing the Indenture Trustee and the Note Trustee, as Registrar, to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the 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 Participant account with the Depository 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 (B3) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 EXHIBIT B-2 ----------- attached hereto given by the transferee owner of such beneficial interestinterest 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 the Person acquiring such interest in a Rule 144A Global Note is 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, (B) that the transfer complies with the requirements of Rule 144 under the Securities Act, (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 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 Indenture Trustee will Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the such 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 the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred exchanged or transferred, and the Indenture Trustee and the Note Trustee, as Registrar, shall instruct the DepositoryDepositary, 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 applicable Rule 144A Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global Note and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Regulation S Global Note for the related Series and/or Classthat is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If If, at any time, an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository (or the Note Custodian) wishes at any time to transfer its interest in such Regulation S Global Note to a Person person who wishes is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note for such Series and/or Classas provided in this Section 2.06(a)(ii). Upon the receipt by the Indenture Trustee and the Note Registrar, of (A1) written instructions from the Depository Depository, directing the Indenture Trustee and the Note Trustee, as Registrar, to credit or cause to be credited a beneficial interest in a the Rule 144A Global Note in an amount equal to the beneficial interest in such the 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, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depository and (B3) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-2 attached hereto given by the transferee owner of such beneficial interestinterest 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 the person acquiring such interest in a Rule 144A Global Note is 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, (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, 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 Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Company and to the Registrar, then the Indenture Trustee will Trustee, as Registrar, shall instruct the Depository to reduce or cause to be reduced the aggregate principal amount at maturity of the such 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 the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred exchanged, and the Indenture Trustee and the Note Trustee, as Registrar, shall instruct the Depository, concurrently with such reduction, to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in the applicable Rule 144A Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global Note and to debit or cause to be debited from the account of the person making such transfer the beneficial interest in the Regulation S Global Note for the related Series and/or Classthat is being transferred.

Regulation S Global Note to Rule 144A Global Note. If the ------------------------------------------------- Beneficial Owner of an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject in addition to the rules and procedures of the Depositorycomplying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note for such Series and/or Classonly upon compliance with the provisions of this subsection 4.02(j)(iii). Upon the receipt by the Indenture Trustee and Note Registrar at its ----------------------- Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee and the Note Registrar, Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in a the Rule 144A Global Note in an amount equal to 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 (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 to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Series and/or Class Rule 144A Global Note (i) during the Restricted Period, a certificate in the form of Exhibit G hereto given by --------- the Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A Certification from the transferee to be transferred and the Indenture Trustee and effect that such transferee is a Qualified Institutional Buyer, the Note Registrar, Registrar shall instruct the DepositoryDepository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Global Note for the related Series and/or Class having a denomination equal to the reduction in amount by which the principal amount denomination of the Regulation S Global Note for the related Series and/or Classwas reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If an owner a holder of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote, such owner’s transferee holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the Depositorycase may be, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Rule 144A Global Note for such Series and/or ClassNote. Upon the receipt by the Indenture Trustee and the Note Registrar, Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the Depository case may be, directing the Indenture Trustee and the Note Registrar, Registrar to cause to be credited a beneficial interest in a the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note to be exchanged Note, but not less than the minimum denomination Minimum Denomination applicable to such ownerholder’s Notes held through a Rule 144A Global Note, to be exchangedexchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit B-1 B-3 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Purchaser and a Qualified Institutional Buyer, is obtaining such beneficial interest 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 jurisdiction and (C) a written certification in the form of Exhibit B-2 attached hereto given by the transferee in respect of such beneficial interestinterest stating, among other things, that such transferee is a Qualified Institutional Buyer and a Qualified Purchaser, then the Indenture Trustee Registrar will reduce approve the principal amount of instructions at DTC to reduce, or cause to be reduced, 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 or exchanged and the Indenture Trustee and the Note Registrar, Registrar shall instruct the DepositoryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note for the related Series and/or ClassNote.