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 a holder of a beneficial interest in a Regulation S Global Note deposited with 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 the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 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 and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred or exchanged and such Note Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in a Regulation S Global Note deposited with 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 the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination Minimum Denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 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 and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersQIB/QP, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A 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 B4 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersQIB/QP, then such Note the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such the Regulation S Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged and such Note the Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such the Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a the holder of a beneficial interest in a the Regulation S Global Note deposited with 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 wishes to transfer its such 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 the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence transfer may be effected only in accordance with this clause (iii) and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global NoteEuroclear and Clearstream. Upon receipt by the Class A Note Registrar from the Transfer Agent of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to credit or cause to be credited a beneficial an interest in the corresponding Rule 144A Global Note in a specified principal amount and to cause to be debited an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to Note in such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, specified principal amount and (B) a certificate in the form of Exhibit B3 C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating, among other things, that, in the case of a transfer, stating that (x) 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 QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 (y) that the Person transferring such interest is relying on an exemption other jurisdiction and (C) than Rule 144A from the registration requirements of the Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a written certification in transaction not subject to, the form registration requirements of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersSecurities Act, then such Note the Registrar will approve shall instruct the instructions at DTC Common Depositary to reduce, reduce or cause to be reduced, such reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be transferred exchanged or exchanged and such Note Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such Regulation S Global Notetransferred.

Regulation S Global Note to Rule 144A Global Note. If a holder 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 deposited with DTC the Depositary or with the Trustee as custodian for the Depositary 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 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 the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.06(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant Participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B3 EXHIBIT B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 jurisdiction and (C) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersapplicable jurisdiction, then such Note Registrar will approve the instructions at DTC Trustee, as Registrar, shall instruct the Depositary to reduce, reduce or cause to be reduced, reduced the aggregate principal amount at maturity of such Regulation S Global Note by and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note by the principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be transferred exchanged or exchanged transferred, and such Note Registrar the Trustee, as Registrar, shall instruct DTCthe Depositary, 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 applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global NoteNote 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 that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If a holder the Beneficial Owner of a beneficial an interest in a Regulation S Global Note deposited with 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 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 the corresponding Rule 144A Global Note, such holder may, subject in addition to the immediately succeeding sentence and the rules and procedures of Euroclearcomplying with all Applicable Procedures, Clearstream and/or DTC, as the case may be, exchange or transfer, transfer or cause the exchange or transfer of, of such beneficial interest for an equivalent beneficial interest in the corresponding Rule 144A Global NoteNote only upon compliance with the provisions of this Section 4.02(j)(iii). Upon receipt by the Class A Note Registrar at its Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from Euroclear, Clearstream and/or DTC, as the case may be, a Depository Participant directing the Class A Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferred, such instructions to contain (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account with DTC 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 such increaserespect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (i) during the Distribution Compliance Period, (B) a certificate in the form of Exhibit B3 attached G hereto given by the holder of such beneficial interest and statingBeneficial Owner, among other thingsor (ii) after the Distribution Compliance Period, 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 and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 Certification from the transferee in respect of such beneficial interest stating, among other things, to the effect that such transferee is a Qualified Institutional Buyer and also who is a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersPurchaser, then such the Note Registrar will approve shall instruct the instructions at DTC Depository to reduce, or cause to be reduced, such reduce the denomination of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged and such Note Registrar shall instruct DTCtransferred, 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 securities 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 corresponding Rule 144A Global Note having a denomination equal to the reduction in amount by which the principal amount denomination of such the Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If a holder of a ------------------------------------------------- beneficial interest in a the Regulation S Global Note deposited with 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 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 the corresponding such Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or Cedel or DTC, as to the case may beextent applicable, and to the requirements set forth in the following sentence, exchange or transfer, or cause the exchange or transfer of, or cause the transfer of such interest for an equivalent beneficial interest in the corresponding such Rule 144A Global Note. Upon receipt by the Class A Note Registrar Trustee, as transfer agent, at its office in The City of New York of (Al) instructions from given in accordance with the procedures of Euroclear, Clearstream and/or Cedel or DTC, as to the case may beextent applicable, from or on behalf of a beneficial owner of an interest in the Regulation S Global Note directing the Class A Note Registrar Trustee, as transfer agent, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferred, such instructions to contain (2) a written order given in accordance with the procedures of Euroclear, Cedel or DTC, as the case may be, containing information regarding the participant account with Euroclear, Cedel or DTC 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 in the form of Exhibit B3 attached hereto D given by the holder ----------------- of such beneficial interest and stating, among other things, that, in the case of a transfer, stating that the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a such Rule 144A Global Note is a Qualified Institutional Buyer (as defined in Rule 144A) and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 jurisdiction, the Trustee, as transfer agent, shall promptly deliver (Cvia DWAC) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest statingappropriate instructions to DTC, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such Note Registrar will approve the instructions at DTC to reduceits nominee, or cause the custodian for DTC, as the case may be, to be reduced, such reduce or reflect on its records a reduction of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred exchanged or exchanged transferred, and such Note Registrar the Trustee, as transfer agent, shall instruct promptly deliver (via DWAC) appropriate instructions to DTC, its nominee, or the custodian for DTC, as the case 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 securities account of the Person specified in such instructions a beneficial interest in the corresponding such Rule 144A Global Note equal to the reduction in the principal amount of such Regulation S Global Note. After the expiration 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 a holder If, at any time, an owner of a beneficial interest in a Regulation S Global Note deposited with DTC the Depositary (or with the Trustee as custodian for the Depositary) 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 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 the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.06(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel Bank, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B3 B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with 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 any other jurisdiction and (C) a written certification 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 form transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of Exhibit B4 attached hereto given the exemption claimed, such statement to be supported by an opinion of counsel from the transferee or the transferor in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer form reasonably acceptable to the Company and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersto the Registrar, then such Note Registrar will approve the instructions at DTC Trustee, as Registrar, shall instruct the Depositary to reduce, reduce or cause to be reduced, reduced the aggregate principal amount of such Regulation S Global Note and to increase or cause to be increased the aggregate principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be transferred exchanged or exchanged transferred, and such Note Registrar the Trustee, as Registrar, shall instruct DTCthe Depositary, 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 applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global NoteNote 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 that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If a holder 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 deposited with DTC the Depositary or with the Trustee as custodian for the Depositary 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 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 the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.6(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant Participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B3 B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 jurisdiction and (C) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersapplicable jurisdiction, then such Note Registrar will approve the instructions at DTC Trustee, as Registrar, shall instruct the Depositary to reduce, reduce or cause to be reduced, reduced the aggregate principal amount at maturity of such Regulation S Global Note by and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note by the principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be transferred exchanged or exchanged transferred, and such Note Registrar the Trustee, as Registrar, shall instruct DTCthe Depositary, 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 applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount of such Regulation S Global Note.at maturity of

Regulation S Global Note to Rule 144A Global Note. If a holder the Holder of a beneficial interest in a the Regulation S Global Note deposited with 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 wishes to transfer its such 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 the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence transfer may be effected only in accordance with this clause (iii) and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global NoteEuroclear and Clearstream. Upon receipt by the Class A Note Registrar from the Transfer Agent of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to credit or cause to be credited a beneficial an interest in the corresponding Rule 144A Global Note in a specified principal amount and to cause to be debited an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to Note in such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, specified principal amount and (B) if such transfer occurs at any time prior to January 25, 2010, a certificate in the form of Exhibit B3 C attached hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating, among other things, that, in the case of a transfer, stating that (x) 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 QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 (y) that the Person transferring such interest is relying on an exemption other jurisdiction and (C) than Rule 144A from the registration requirements of the Securities Act and, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a written certification in transaction not subject to, the form registration requirements of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersSecurities Act, then such Note the Registrar will approve shall instruct the instructions at DTC Common Depositary to reduce, reduce or cause to be reduced, such reduced the principal amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be transferred exchanged or exchanged and such Note Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such Regulation S Global Notetransferred.

Regulation S Global Note to Rule 144A Global Note. If a holder 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 deposited with DTC the Depositary or with the Trustee as Note Custodian 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 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 the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.06(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant Participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account of the Depositary to be debited from the account of the Person making such exchange or transfer of the beneficial interest in the Regulation S Global Note that is being exchanged or transferred, (3) a certificate executed by the transferee in the form of EXHIBIT C attached hereto, if the owner of the beneficial interest in the Regulation S Global Note is transferring its beneficial interest in such Note to an Institutional Accredited Investor and (4) a certificate in the form of Exhibit B3 EXHIBIT B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 has been executed by the Person acquiring such interest 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 jurisdiction and (C) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersapplicable jurisdiction, then such Note Registrar will approve the instructions at DTC Trustee, as Registrar, shall instruct the Depositary to reduce, reduce or cause to be reduced, reduced the aggregate principal amount at maturity of such Regulation S Global Note by and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note by the principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be transferred exchanged or exchanged transferred, and such Note Registrar the Trustee, as Registrar, shall instruct DTCthe Depositary, 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 applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global NoteNote 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 that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in a Regulation S Global Note deposited with 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 the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination Minimum Denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, increase and (B) a certificate in the form of Exhibit B3 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 Institutional Buyer and also either (x) a Qualified Purchaser or (y) an entity beneficially owned exclusively by Qualified Purchasers, Purchasers and 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 interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersjurisdiction, then such Note the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such the Regulation S Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged and such Note the Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such the Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder If, at any time, an owner of a beneficial interest in a Regulation S Global Note deposited with DTC the Depositary (or with the Trustee as custodian for the Depositary) 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 is required or permitted to take delivery thereof in the form of an interest in the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.06(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) written instructions from Euroclear, Clearstream and/or DTC, as the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B3 B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with 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 any other jurisdiction and (C) a written certification 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 form transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of Exhibit B4 attached hereto given the exemption claimed, such statement to be supported by an Opinion of Counsel from the transferee or the transferor in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer form reasonably acceptable to the Company and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersto the Registrar, then such Note Registrar will approve the instructions at DTC Trustee, as Registrar, shall instruct the Depositary to reduce, reduce or cause to be reduced, reduced the aggregate principal amount at maturity of such Regulation S Global Note by and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note by the principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged exchanged, and such Note Registrar the Trustee, as Registrar, shall instruct DTCthe Depositary, 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 applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global NoteNote 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 that is being transferred.

Regulation S Global Note to Rule 144A Global Note. If a holder If, at any time, an owner of a beneficial interest in a Regulation S Global Note deposited with DTC the Depositary or with the Trustee as custodian for the Depositary 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 person who wishes is required or permitted to take delivery thereof in the form of an interest in the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.06(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) if such transfer is being effected prior to the expiration of the "40 day restricted period" (as defined by Regulation S under the Securities Act), a certificate in the form of Exhibit B3 B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in that the case of a transfer, the Person person transferring such interest in such a Regulation S Global Note reasonably believes that the Person person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable blue sky or securities laws of any state of the United States, (B) that the transfer complies with the requirements of Rule 144A under the Securities Act and any applicable blue sky or securities laws of any state of the United States or any other jurisdiction and (C) a written certification 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 form transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of Exhibit B4 attached hereto given the exemption claimed, such statement to be supported by an Opinion of Counsel from the transferee or the transferor in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer form reasonably acceptable to the Company and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersto the Registrar, then such Note Registrar will approve the instructions at DTC Trustee, as Registrar, shall instruct the Depositary to reduce, reduce or cause to be reduced, reduced the aggregate principal amount at maturity of such Regulation S Global Note by and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note by the principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged exchanged, and such Note Registrar the Trustee, as Registrar, shall instruct DTCthe Depositary, 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 applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global NoteNote 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 that is being transferred.

Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in a the applicable Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding a Rule 144A Global Note 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 the corresponding such Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclearthe Common Depositary and the Clearing Agency, Clearstream and/or DTCto the extent applicable, as and to the case may berequirements set forth in the following sentence, exchange or transfer, or cause the exchange or transfer of, or cause the transfer of such interest for an equivalent beneficial interest in the corresponding such Rule 144A Global Note. Upon receipt by the Class A Note Registrar at its office in New York City of (Al) instructions given in accordance with the procedures of the Clearing Agency, to the extent applicable, from Euroclear, Clearstream and/or DTC, as or on behalf of a beneficial owner of an interest in the case may be, Regulation S Global Note directing the Class A Note Registrar to credit or cause to be credited a beneficial interest in the corresponding a Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferred, such instructions (2) a written order given in accordance with the procedures of the Common Depositary and the Clearing Agency, to contain the extent applicable, containing information regarding the participant account with DTC to be credited with such increaseincrease and the name of such account, and (B3) prior to the expiration of the Distribution Compliance Period, a certificate in the form of Exhibit B3 attached hereto F given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, stating that the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a such Rule 144A Global Note is a Qualified Institutional Buyer (as defined in Rule 144A) and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities Securities laws of any state of the United States or any other jurisdiction and (C) jurisdiction, the Registrar shall promptly deliver appropriate instructions to the Common Depositary to reduce or reflect on its records a written certification in reduction of the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred exchanged or exchanged transferred, and such Note the Registrar shall instruct DTC, promptly deliver appropriate instructions to the Clearing Agency 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 securities account of the Person specified in such instructions a beneficial interest in the corresponding such Rule 144A Global Note equal to the reduction in the principal amount of such Regulation S Global Note. After the expiration of the Distribution Compliance 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 a holder of a beneficial interest in a Regulation S Global Note deposited with 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 the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 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 Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersQIB/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 B4 B-6 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersQIB/QP, then such Note the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such the Regulation S Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged and such Note the Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such the Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in a Regulation S Global Note deposited with 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 the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination Minimum Denomination applicable to such holder’’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 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 and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersQIB/QP, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A 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 B4 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersQIB/QP, then such Note the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such the Regulation S Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged and such Note the Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such the Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder the Beneficial Owner of a beneficial an interest in a Regulation S Global Note deposited with 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 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 the corresponding Rule 144A Global Note, such holder may, subject in addition to the immediately succeeding sentence and the rules and procedures of Euroclearcomplying with all Applicable Procedures, Clearstream and/or DTC, as the case may be, exchange or transfer, transfer or cause the exchange or transfer of, of such beneficial interest for an equivalent beneficial interest in the corresponding Rule 144A Global NoteNote only upon compliance with the provisions of this subsection 4.02(l)(iii). Upon receipt by the Class A Note Registrar at its Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from Euroclear, Clearstream and/or DTC, as the case may be, a Depository Participant directing the Class A Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferred, such instructions to contain (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account with DTC 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 such increaserespect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (i) during the Distribution Compliance Period, (B) a certificate in the form of Exhibit B3 attached G hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person Beneficial Owner that is transferring such interest in such Regulation S Global Note reasonably believes that interest, or (ii) after the Person acquiring such interest in Distribution Compliance Period, a Rule 144A Global Note is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 Certification from the transferee in respect of such beneficial interest stating, among other things, to the effect that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersBuyer, then such the Note Registrar will approve shall instruct the instructions at DTC Depository to reduce, or cause to be reduced, such reduce the denomination of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged and such Note Registrar shall instruct DTCand, 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 securities 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 corresponding Rule 144A Global Note having a denomination equal to the reduction in amount by which the principal amount denomination of such the Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in a Regulation S Global Note deposited with 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 the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination Minimum Denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 B-4-2 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 and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersQIB/QP, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A 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 B4 B-6-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersQIB/QP, then such Note the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such the Regulation S Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged and such Note the Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such the Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in a the Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding a Rule 144A Global Note Note, or to transfer its interest in such Regulation S Global Note to a Person who wishes to take delivery deliv ery thereof in the form of an interest in the corresponding such Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclearthe Common Depositary and the Clearing Agency, Clearstream and/or DTCto the extent applicable, as and to the case may berequirements set forth in the following sentence, exchange or transfer, or cause the exchange or transfer of, or cause the transfer of such interest for an equivalent beneficial interest in the corresponding such Rule 144A Global Note. Upon receipt by the Class A Note Registrar at its of fice in London, England of (Al) instructions given in accordance with the procedures of the Clearing Agency, to the extent applicable, from Euroclear, Clearstream and/or DTC, as or on behalf of a beneficial owner of an interest in the case may be, Regulation S Global Note directing the Class A Note Registrar to credit or cause to be credited a beneficial interest in the corresponding a Rule 144A Global Note in an amount equal to the beneficial benefi cial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferred, such instructions (2) a written order given in accordance with the procedures of the Common Depositary and the Clearing Agency, to contain the extent applicable, containing information regarding the participant account with DTC 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 in the form of Exhibit B3 attached hereto F given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, stating that the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in a such Rule 144A Global Note is a Qualified Institutional Buyer (as defined in Rule 144A) and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities Securities laws of any state of the United States or any other jurisdiction and (C) jurisdiction, the Registrar shall promptly deliver appropriate instructions to the Common Depositary to reduce or reflect on its records a written certification in reduction of the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred exchanged or exchanged transferred, and such Note the Registrar shall instruct DTC, promptly deliver appropriate instructions to the Clearing Agency 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 securities account of the Person specified in such instructions a beneficial interest in the corresponding such Rule 144A Global Note equal to the reduction in the principal amount of such Regulation S Global Note. After the expiration 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 a holder 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 deposited with DTC the Depositary or with the Trustee as custodian for the Depositary 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 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 the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.06(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant Participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B3 EXHIBIT B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable blue sky or securities laws of any state of the United States or any other jurisdiction and States, (B) that the transfer complies with the requirements of Rule 144 under the Securities Act, (C) a written certification in if the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, transfer is to an Institutional Accredited Investor that such transferee transfer is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred or exchanged and such Note Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such Regulation S Global Note.in

Regulation S Global Note to Rule 144A Global Note. If a holder the Beneficial Owner of a beneficial an interest in a Regulation S Global Note deposited with 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 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 the corresponding Rule 144A Global Note, such holder may, subject in addition to the immediately succeeding sentence and the rules and procedures of Euroclearcomplying with all Applicable Procedures, Clearstream and/or DTC, as the case may be, exchange or transfer, transfer or cause the exchange or transfer of, of such beneficial interest for an equivalent beneficial interest in the corresponding Rule 144A Global NoteNote only upon compliance with the provisions of this subsection 4.02(j)(iii). Upon receipt by the Class A Note Registrar at its Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from Euroclear, Clearstream and/or DTC, as the case may be, a Depository Participant directing the Class A Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferred, such instructions to contain (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account with DTC 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 such increaserespect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (i) during the Distribution Compliance Period, (B) a certificate in the form of Exhibit B3 attached G hereto given by the holder of such beneficial interest and statingBeneficial Owner, among other thingsor (ii) after the Distribution Compliance Period, 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 and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 Certification from the transferee in respect of such beneficial interest stating, among other things, to the effect that such transferee is a Qualified Institutional Buyer and also who is a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersPurchaser, then such the Note Registrar will approve shall instruct the instructions at DTC Depository to reduce, or cause to be reduced, such reduce the denomination of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged and such Note Registrar shall instruct DTCtransferred, 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 securities 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 corresponding Rule 144A Global Note having a denomination equal to the reduction in amount by which the principal amount denomination of such the Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If a holder an owner of a beneficial interest in a Regulation S Global Note deposited with 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 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 the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding Rule 144A such Regulation S Global NoteNote as provided in this Section 2.07(b)(2). Upon receipt by the Class A Note Registrar Trustee of (A) instructions from Euroclear, Clearstream and/or DTC, as given in accordance with the case may be, Applicable Procedures directing the Class A Registrar and the Note Registrar Custodian to cause to be credited credit a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, and (B) a certificate substantially in the form of Exhibit B3 attached hereto B given by the holder owner of such beneficial interest and stating, among other things, that, in the case of a transfer, stating that 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 QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A 144A, then the Registrar shall adjust the Register and in accordance with any applicable securities laws of any state the Note Custodian shall reduce the aggregate principal amount 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 interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Regulation S Global Note and increase the aggregate principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged and such Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a transferred. Any beneficial interest in one of the corresponding Rule 144A Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note equal will, upon transfer, cease to the reduction be an interest in such Global Note and will become an interest in the principal amount of other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such Regulation S other Global NoteNote for so long as it remains such an interest.

Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in a Regulation S Global Note deposited with 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 the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 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 and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such the Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred or exchanged and such the Note Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder of a beneficial interest in a Regulation S Global Note deposited with 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 the corresponding Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Class A Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Class A Note Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 B-5 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 and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersQIB/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 B4 B-8 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified PurchasersQIB/QP, then such Note the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such the Regulation S Global Note by the aggregate principal amount of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged and such Note the Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such the Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder 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 deposited with DTC the Depositary or with the Trustee as custodian for the Depositary 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 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 the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.06(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant Participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B3 EXHIBIT B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 jurisdiction and (C) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersapplicable jurisdiction, then such Note Registrar will approve the instructions at DTC Trustee, as Registrar, shall instruct the Depositary to reduce, reduce or cause to be reduced, reduced the aggregate principal amount at maturity of such Regulation S Global Note by and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note by the principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be transferred exchanged or exchanged transferred, and such Note Registrar the Trustee, as Registrar, shall instruct DTCthe Depositary, 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 applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global NoteNote 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 that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If a holder If, at any time, an owner of a beneficial interest in a Regulation S Global Note deposited with DTC the Depositary (or with the Trustee as custodian for the Depositary) 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 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 the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.06(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel Bank, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the Class A Note Registrar to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) if such transfer is to occur during the 40-day restricted period, a certificate in the form of Exhibit B3 B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with 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 any other jurisdiction and (C) a written certification 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 form transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of Exhibit B4 attached hereto given the exemption claimed, such statement to be supported by an Opinion of Counsel from the transferee or the transferor in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer form reasonably acceptable to the Company and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersto the Registrar, then such Note the Registrar will approve shall instruct the instructions at DTC Depositary to reduce, reduce or cause to be reduced, reduced the aggregate principal amount at maturity of such Regulation S Global Note by and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note by the principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be transferred exchanged or exchanged transferred, and such Note the Registrar shall instruct DTCthe Depositary, 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 applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global NoteNote 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 that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If a holder If, at any time, an owner of a beneficial interest in a Regulation S Global Note deposited with DTC the Depositary or with the Trustee as custodian for the Depositary 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 is required or permitted to take delivery thereof in the form of an interest in the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.6(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) instructions from EuroclearEuroclear or Clearstream, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B3 B-3 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with 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 any other jurisdiction and (C) a written certification 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 form transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the requirements of Exhibit B4 attached hereto given the exemption claimed, such statement to be supported by an Opinion of Counsel from the transferee or the transferor in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer form reasonably acceptable to the Company and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersto the Registrar, then such Note Registrar will approve the instructions at DTC Trustee, as Registrar, shall instruct the Depositary to reduce, reduce or cause to be reduced, reduced the aggregate principal amount at maturity of such Regulation S Global Note by and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note by the principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be transferred or exchanged exchanged, and such Note Registrar the Trustee, as Registrar, shall instruct DTCthe Depositary, 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 applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global NoteNote 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 that is being transferred.

Regulation S Global Note to Rule 144A Global Note. If a holder It, at any time, after the expiration of the 40-day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with DTC the Depositary or with the Trustee as custodian for the Depositary 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 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 the corresponding a Rule 144A l44A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.6(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant Participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B3 EXHIBIT B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, 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 Holdings 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 Holdings 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 jurisdiction and (C) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasersapplicable jurisdiction, then such Note Registrar will approve the instructions at DTC Trustee, as Registrar, shall instruct the Depositary to reduce, reduce or cause to be reduced, reduced the aggregate principal amount at maturity of such Regulation S Global Note by and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Rule 144A Global Note by the principal amount at maturity of the beneficial interest in such the Regulation S Global Note to be transferred exchanged or exchanged transferred, and such Note Registrar the Trustee, as Registrar, shall instruct DTCthe Depositary, 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 applicable Rule 144A Global Note equal to the reduction in the aggregate principal amount at maturity of such Regulation S Global NoteNote 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 that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If a holder If, at any time, an owner of a beneficial interest in a Regulation S Global Note deposited with DTC the Depositary (or with the Trustee as custodian for the Depositary) 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 is required or permitted to take delivery thereof in the form of an interest in the corresponding a Rule 144A Global Note, such holder mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Rule 144A Global NoteNote as provided in this Section 2.06(a)(ii). Upon receipt by the Class A Note Registrar Trustee of (A1) written instructions from Euroclear, Clearstream and/or DTC, as the case may beDepositary, directing the Class A Note Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such the Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes Note to be exchanged or transferredexchanged, such instructions to contain information regarding the participant account with DTC the Depositary to be credited with such increase, (B2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit B3 B-2 attached hereto given by the holder owner of such beneficial interest and statingstating (A) if the transfer is pursuant to Rule 144A, among other things, that, in the case of a transfer, that the Person transferring such interest in such a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer QIB and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable blue sky or securities laws of any state of the United States or States, (B) that the transfer complies with the requirements of Rule 144 under the Securities Act and 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 interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then such Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be transferred or exchanged and such Note Registrar shall instruct DTC, 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 equal to the reduction in the principal amount of such Regulation S Global Note.applicable blue sky