Common use of Rule 144A Global Note Clause in Contracts

Rule 144A Global Note. If a holder of a beneficial interest in a Class A-1 Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Class A-1 Regulation S Global Note for an interest in the corresponding Class A-1 Rule 144A Global Note or to transfer its interest in such Class A-1 Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A-1 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 Class A-1 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 Class A-1 Rule 144A Global Note in an amount equal to the beneficial interest in such Class A-1 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 Class A-1 Regulation S Global Note reasonably believes that the Person acquiring such interest in a Class A-1 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 Class A-1 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 Class A-1 Rule 144A Global Note equal to the reduction in the principal amount of such Class A-1 Regulation S Global Note.

Rule 144A Global Note. If a holder of a beneficial interest in a Class A-1 A-2 Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Class A-1 A-2 Regulation S Global Note for an interest in the corresponding Class A-1 A-2 Rule 144A Global Note or to transfer its interest in such Class A-1 A-2 Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A-1 A-2 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 Class A-1 A-2 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 Class A-1 A-2 Rule 144A Global Note in an amount equal to the beneficial interest in such Class A-1 A-2 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 Class A-1 A-2 Regulation S Global Note reasonably believes that the Person acquiring such interest in a Class A-1 A-2 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 Class A-1 A-2 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 Class A-1 A-2 Rule 144A Global Note equal to the reduction in the principal amount of such Class A-1 A-2 Regulation S Global Note.