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, 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 the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note as provided in this Section 2.06(a)(ii). Upon receipt by the Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of EXHIBIT B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, (B) that the transfer complies with the requirements of Rule 144 under the Securities Act, (C) if the transfer is to an Institutional Accredited Investor that such transfer is in

Regulation S Global Note to Rule 144A Global Note. If, at any time, after If the expiration Beneficial Owner of the 40- day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note, such owner shallholder may, subject in addition to the complying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note as provided in only upon compliance with the provisions of this Section 2.06(a)(iisubsection 4.02(j)(iii). Upon receipt by the Trustee Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from Euroclear or Cedel, if applicable, and the Depositary, a Depository Participant directing the Trustee, as Registrar, Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increasetransferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (i) during the Distribution Compliance Period, a certificate in the form of EXHIBIT B-2 attached Exhibit G hereto given by the owner Beneficial Owner, or (ii) after the Distribution Compliance Period, a Rule 144A Certification from the transferee to the effect that such transferee is a Qualified Institutional Buyer who is a Qualified Purchaser, the Note Registrar shall instruct the Depository to reduce the denomination of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that by the Person acquiring such denomination of the beneficial interest in a the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note is a QIB and is obtaining such by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a transaction meeting Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the requirements of case may be) a beneficial interest in the Rule 144A and any applicable blue sky or securities laws of any state Global Note having a denomination equal to the amount by which the denomination 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 Regulation S Global Note was reduced upon such transfer is intransfer.

Regulation S Global Note to Rule 144A Global Note. If, at any time, after If the expiration Beneficial Owner of the 40- day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note, such owner shallholder may, subject in addition to the complying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note as provided in only upon compliance with the provisions of this Section 2.06(a)(ii2.04(j)(iii). Upon receipt by the Trustee Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from Euroclear or Cedel, if applicable, and the Depositary, a Depository Participant directing the Trustee, as Registrar, Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increasetransferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (i) during the Restricted Period, a certificate in the form of EXHIBIT B-2 attached Exhibit G hereto given by the owner Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A Certification in the form of Exhibit D hereto from the transferee to the effect that such beneficial interest stating (A) if transferee is a Qualified Institutional Buyer, the transfer is pursuant Note Registrar shall instruct the Depository to Rule 144A, that reduce the Person transferring such interest in a denomination of the Regulation S Global Note reasonably believes that by the Person acquiring such denomination of the beneficial interest in a the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note is a QIB and is obtaining such by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a transaction meeting Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the requirements of case may be) a beneficial interest in the Rule 144A and any applicable blue sky or securities laws of any state Global Note having a denomination equal to the amount by which the denomination 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 Regulation S Global Note was reduced upon such transfer is intransfer.

Regulation S Global Note to Rule 144A Global Note. If, at any time, after If the expiration Beneficial Owner of the 40- day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note, such owner shallHolder may, subject in addition to the complying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note as provided in only upon compliance with the provisions of this Section 2.06(a)(ii4.02(l)(iii). Upon receipt by the Trustee Note Registrar at its Corporate Trust Office of (1A) written instructions given in accordance with the Applicable Procedures from Euroclear or Cedel, if applicable, and the Depositary, a DTC Participant directing the Trustee, as Registrar, Note Registrar to credit or cause to be credited to another specified DTC Participant’s account a beneficial interest in the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increasetransferred, (2B) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary DTC Participant to be credited with, and the account of the DTC Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3C) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (1) during the Distribution Compliance Period, a certificate in the form of EXHIBIT B-2 attached Exhibit G hereto given by the owner Beneficial Owner, or (2) after the Distribution Compliance Period, a Rule 144A Certification from the transferee of such beneficial interest stating (A) if to the transfer effect that such transferee is pursuant a Qualified Institutional Buyer, the Note Registrar shall instruct DTC to Rule 144A, that reduce the Person transferring such interest in a denomination of the Regulation S Global Note reasonably believes that by the Person acquiring such denomination of the beneficial interest in a the Regulation S Global Note to be transferred and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note is a QIB and is obtaining such by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a transaction meeting DTC Participant acting for or on behalf of Euroclear or Clearstream, or both, as the requirements of case may be) a beneficial interest in the Rule 144A and any applicable blue sky or securities laws of any state Global Note having a denomination equal to the amount by which the denomination 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 Regulation S Global Note was reduced upon such transfer is intransfer.

Regulation S Global Note to Rule 144A Global Note. If, at any time, after If the expiration Note Owner of the 40- day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note, such owner shallholder may, subject in addition to the complying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note as provided in only upon compliance with the provisions of this Section 2.06(a)(ii2.4(d)(iii). Upon receipt by the Trustee Note Registrar at its Corporate Trust Office of (1A) written instructions given in accordance with the Applicable Procedures from Euroclear or Cedel, if applicable, and the Depositary, a Depository Participant directing the Trustee, as Registrar, Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in the Rule 144A Global Note in an amount equal to the Denomination of the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increasetransferred, (2B) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary 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 (3C) with respect to a certificate 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 Restricted Period, a certification in the form of EXHIBIT B-2 attached Exhibit E hereto given by the owner Note Owner, or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit B hereto from the transferee to the effect that such beneficial interest stating (A) if transferee is a Qualified Institutional Buyer, the transfer is pursuant Note Registrar shall instruct the Depository to Rule 144A, that reduce the Person transferring such interest in a denomination of the Regulation S Global Note reasonably believes that by the Person acquiring such denomination of the beneficial interest in a the Regulation S Global Note to be transferred, and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note is a QIB and is obtaining such by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a transaction meeting Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the requirements of case may be) a beneficial interest in the Rule 144A and any applicable blue sky or securities laws of any state Global Note having a denomination equal to the amount by which the denomination 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 Regulation S Global Note was reduced upon such transfer is intransfer.

Regulation S Global Note to Rule 144A Global Note. 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 the Depositary (or with the Trustee as custodian for the Depositary Depositary) wishes to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a Rule 144A Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note as provided in this Section 2.06(a)(ii). Upon receipt by the Trustee of (1) written instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of EXHIBIT Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, (B) that the transfer complies with the requirements of Rule 144 under the Securities Act, (C) if the transfer is to an Institutional Accredited Investor that such transfer is inAct and any applicable blue sky

Regulation S Global Note to Rule 144A Global Note. If, at any time, after If the expiration Beneficial Owner of the 40- day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note, such owner shallholder may, subject in addition to the complying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note as provided in only upon compliance with the provisions of this Section 2.06(a)(ii4.02(l)(iii). Upon receipt by the Trustee Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from Euroclear or Cedel, if applicable, and the Depositary, a Depository Participant directing the Trustee, as Registrar, Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increasetransferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (i) during the Distribution Compliance Period, a certificate in the form of EXHIBIT B-2 attached Exhibit G hereto given by the owner Beneficial Owner that is transferring such interest, or (ii) after the Distribution Compliance Period, a Rule 144A Certification from the transferee of such beneficial interest stating (A) if to the transfer effect that such transferee is pursuant a Qualified Institutional Buyer who is a Qualified Purchaser, the Note Registrar shall instruct the Depository to Rule 144A, that reduce the Person transferring such interest in a denomination of the Regulation S Global Note reasonably believes that by the Person acquiring such denomination of the beneficial interest in a the Regulation S Global Note to be transferred and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note is a QIB and is obtaining such by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a transaction meeting Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the requirements of case may be) a beneficial interest in the Rule 144A and any applicable blue sky or securities laws of any state Global Note having a denomination equal to the amount by which the denomination 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 Regulation S Global Note was reduced upon such transfer is intransfer.

Regulation S Global Note to Rule 144A Global Note. If, at any time, after If the expiration Note Owner of the 40- day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note, such owner shallholder may, subject in addition to the complying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note as provided in only upon compliance with the provisions of this Section 2.06(a)(ii5.05(d)(iii). Upon receipt by the Trustee Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from Euroclear or Cedel, if applicable, and the Depositary, a Direct Participant directing the Trustee, as Registrar, Note Registrar to credit or cause to be credited to another specified Direct Participant's account a beneficial interest in the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increasetransferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary Direct Participant to be credited with, and the account of the Direct Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a certificate 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 Restricted Period, a certification in the form of EXHIBIT B-2 attached Exhibit I hereto given by the owner Note Owner, or (ii) after the Restricted Period, an Investment Representation Letter in the form of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, (B) that the transfer complies with the requirements of Rule 144 under the Securities Act, (C) if the transfer is to an Institutional Accredited Investor that such transfer is inExhibit

Regulation S Global Note to Rule 144A Global Note. If, at any time, after If the expiration Beneficial Owner of the 40- day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note, such owner shallholder may, subject in addition to the complying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note as provided in only upon compliance with the provisions of this Section 2.06(a)(ii4.02(1)(iii). Upon receipt by the Trustee Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from Euroclear or Cedel, if applicable, and the Depositary, a Depository Participant directing the Trustee, as Registrar, Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increasetransferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary DTC Participant to be credited with, and the account of the DTC Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (i) during the Distribution Compliance Period, a certificate in the form of EXHIBIT B-2 attached Exhibit G hereto given by the owner Beneficial Owner, or (ii) after the Distribution Compliance Period, a Rule 144A Certification from the transferee of such beneficial interest stating (A) if to the transfer effect that such transferee is pursuant a Qualified Institutional Buyer and a Qualified Purchaser, the Note Registrar shall instruct DTC to Rule 144A, that reduce the Person transferring such interest in a denomination of the Regulation S Global Note reasonably believes that by the Person acquiring such denomination of the beneficial interest in a the Regulation S Global Note to be transferred and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note is a QIB and is obtaining such by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a transaction meeting Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the requirements of case may be) a beneficial interest in the Rule 144A and any applicable blue sky or securities laws of any state Global Note having a denomination equal to the amount by which the denomination 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 Regulation S Global Note was reduced upon such transfer is intransfer.

Regulation S Global Note to Rule 144A Global Note. If, at any time, after If the expiration Beneficial Owner of the 40- day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note, such owner shallholder may, subject in addition to the complying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note as provided in only upon compliance with the provisions of this Section 2.06(a)(ii4.02(l)(iii). Upon receipt by the Trustee Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from Euroclear or Cedel, if applicable, and the Depositary, a Depository Participant directing the Trustee, as Registrar, Note Registrar to credit or cause to be credited to another specified Depository Participant’s account Table of Contents a beneficial interest in the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increasetransferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary DTC Participant to be credited with, and the account of the DTC Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (i) during the Distribution Compliance Period, a certificate in the form of EXHIBIT B-2 attached Exhibit G hereto given by the owner Beneficial Owner, or (ii) after the Distribution Compliance Period, a Rule 144A Certification from the transferee of such beneficial interest stating (A) if to the transfer effect that such transferee is pursuant a Qualified Institutional Buyer and a Qualified Purchaser, the Note Registrar shall instruct DTC to Rule 144A, that reduce the Person transferring such interest in a denomination of the Regulation S Global Note reasonably believes that by the Person acquiring such denomination of the beneficial interest in a the Regulation S Global Note to be transferred and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note is a QIB and is obtaining such by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a transaction meeting Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the requirements of case may be) a beneficial interest in the Rule 144A and any applicable blue sky or securities laws of any state Global Note having a denomination equal to the amount by which the denomination 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 Regulation S Global Note was reduced upon such transfer is intransfer.

Regulation S Global Note to Rule 144A Global Note. If, at any time, after If the expiration Note Owner of the 40- day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an a beneficial interest in a Rule 144A Global Note, such owner shallholder may, subject in addition to the complying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a Rule 144A Global Note as provided in only upon compliance with the provisions of this Section 2.06(a)(ii2.4(d)(iii). Upon receipt by the Trustee Note Registrar at its Corporate Trust Office of (1A) written instructions given in accordance with the Applicable Procedures from Euroclear or Cedel, if applicable, and the Depositary, a Depository Participant directing the Trustee, as Registrar, Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increasetransferred, (2B) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary 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 (3C) with respect to a certificate transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (x) during the Restricted Period, a certification in the form of EXHIBIT B-2 attached Exhibit E hereto given by the owner Note Owner, or (y) after the Restricted Period, an Investment Representation Letter in the form of Exhibit B hereto from the transferee to the effect that such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the Person transferring such interest in a Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note transferee is a QIB and is obtaining such beneficial interest in a transaction meeting Qualified Institutional Buyer, 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 in12 KL2 3337076.6

Regulation S Global Note to Rule 144A Global Note. If, at any time, after If the expiration Beneficial Owner of the 40- day restricted period, an owner of a beneficial interest in a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an a beneficial interest in a the Rule 144A Global Note, such owner shallholder may, subject in addition to the complying with all Applicable Procedures, exchange transfer or cause the exchange transfer of such beneficial interest for an equivalent beneficial interest in a the Rule 144A Global Note as provided in only upon compliance with the provisions of this Section 2.06(a)(ii4.02(l)(iii). Upon receipt by the Trustee Note Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from Euroclear or Cedel, if applicable, and the Depositary, a Depository Participant directing the Trustee, as Registrar, Note Registrar to credit or cause to be credited to another specified Depository Participant’s account a beneficial interest in the Rule 144A Global Note in an amount equal to the denomination of the beneficial interest in the Regulation S Global Note to be exchanged, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increasetransferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary DTC Participant to be credited with, and the account of the DTC Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Global Note for a beneficial interest in the related Rule 144A Global Note (i) during the Distribution Compliance Period, a certificate in the form of EXHIBIT B-2 attached Exhibit G hereto given by the owner Beneficial Owner, or (ii) after the Distribution Compliance Period, a Rule 144A Certification from the transferee of such beneficial interest stating (A) if to the transfer effect that such transferee is pursuant a Qualified Institutional Buyer and a Qualified Purchaser, the Note Registrar shall instruct DTC to Rule 144A, that reduce the Person transferring such interest in a denomination of the Regulation S Global Note reasonably believes that by the Person acquiring such denomination of the beneficial interest in a the Regulation S Global Note to be transferred and, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note is a QIB and is obtaining such by the aggregate denomination of the beneficial interest in the Regulation S Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a transaction meeting Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the requirements of case may be) a beneficial interest in the Rule 144A and any applicable blue sky or securities laws of any state Global Note having a denomination equal to the amount by which the denomination 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 Regulation S Global Note was reduced upon such transfer is intransfer.