Common use of Certificated Note to Temporary Regulation S Global Note or Regulation S Global Note Clause in Contracts

Certificated Note to Temporary Regulation S Global Note or Regulation S Global Note. If a Holder of a Purchase Money Note represented by a Certificated Note wishes to exchange such Certificated Note for an interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note, or to transfer such Certificated Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note, such Holder may exchange or transfer, or cause the exchange or transfer of, such Purchase Money Note for an equivalent beneficial interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note, provided that such proposed transferee or the Person requesting such exchange, as applicable, is not a U.S. person. Upon receipt by the Purchase Money Notes Registrar of (A) such Certificated Note properly endorsed for such transfer, and written instructions from such Holder directing the Purchase Money Notes Registrar to cause to be credited a beneficial interest in the Temporary Regulation S Global Note or Regulation S Global Note in an amount equal to the principal amount of such Certificated Note, (B) a written order containing information regarding the Euroclear or Clearstream account to be credited with such increase, (C) a certificate in the form of Exhibit C-6 hereto, given by the Holder of such Certificated Note stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Temporary Regulation S Global Note or Regulation S Global Note, including that the proposed transferee or the Person requesting such exchange, as the case may be, is not a U.S. Person and that the proposed transfer is being made pursuant to and in accordance with Regulation S and (D) in the case of a transfer, a certificate in the form of Exhibit C-2 hereto given by the proposed transferee stating that it is not a U.S. person, the Purchase Money Notes Registrar shall cancel such Certificated Note in accordance with Section 2.16, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and instruct the Depository to increase the principal amount of the Temporary Regulation S Global Note or Regulation S Global Note by the aggregate principal amount of the Certificated Note to be exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Temporary Regulation S Global Note or Regulation S Global Note equal to the amount specified in the instructions received pursuant to clause (A) above. Notwithstanding anything else in this Section 2.7(l)(i), prior to the Exchange Date a Certificated Note may only be exchanged or transferred for an equivalent beneficial interest in the corresponding Temporary Regulation S Global Note.

Certificated Note to Temporary Regulation S Global Note or Regulation S Global Note. If a Holder of a Purchase Money Note represented by a Certificated Note wishes to exchange such Certificated Note for an interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note, or to transfer such Certificated Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note, such Holder may exchange or transfer, or cause the exchange or transfer of, such Purchase Money Note for an equivalent beneficial interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note, provided that such proposed transferee or the Person requesting such exchange, as applicable, is not a U.S. person. Upon receipt by the Purchase Money Notes Note Registrar of (A) such Certificated Note properly endorsed for such transfer, and written instructions from such Holder directing the Purchase Money Notes Registrar to cause to be credited a beneficial interest in the Temporary Regulation S Global Note or Regulation S Global Note in an amount equal to the principal amount of such Certificated Note, (B) a written order containing information regarding the Euroclear or Clearstream account to be credited with such increase, (C) a certificate in the form of Exhibit C-6 hereto, given by the Holder of such Certificated Note stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Temporary Regulation S Global Note or Regulation S Global Note, including that the proposed transferee or the Person requesting such exchange, as the case may be, is not a U.S. Person and that the proposed transfer is being made pursuant to and in accordance with Regulation S and (D) in the case of a transfer, a certificate in the form of Exhibit C-2 hereto given by the proposed transferee stating that it is not a U.S. person, the Purchase Money Notes Registrar shall cancel such Certificated Note in accordance with Section 2.16, record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and instruct the Depository to increase the principal amount of the Temporary Regulation S Global Note or Regulation S Global Note by the aggregate principal amount of the Certificated Note to be exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Temporary Regulation S Global Note or Regulation S Global Note equal to the amount specified in the instructions received pursuant to clause (A) above. Notwithstanding anything else in this Section 2.7(l)(i), prior to the Exchange Date a Certificated Note may only be exchanged or transferred for an equivalent beneficial interest in the corresponding Temporary Regulation S Global Note.