Common use of Certificated Notes to Rule 144A Global Notes or Regulation S Global Notes Clause in Contracts

Certificated Notes to Rule 144A Global Notes or Regulation S Global Notes. Subject to the rules and procedures of Euroclear, Clearstream and/or DTC, as applicable, and this Section 2.5(f)(i), a holder of a Certificated Note may at any time exchange all or a portion of its interest in such Certificated Note for a beneficial interest in a corresponding Rule 144A Global Notes or Regulation S Global Note or to transfer all or a portion of such Certificated Note to one or more Persons taking delivery thereof in the form of a beneficial interest in the corresponding Rule 144A Global Note or the Regulation S Global Note. Upon receipt by the Note Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to one or more transferee, (B) a duly-executed certificate substantially in the form of Exhibit B-1 or Exhibit B-3 (as applicable) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B-4 or B-5 (as applicable) attached hereto executed by each transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the corresponding Rule 144A Global Notes or Regulation S Global Notes, as applicable, in an amount equal to the Certificated Notes to be transferred to each such transferee or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the Agent Member’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Note Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Notes or Regulation S Global Note equal to the principal amount of the Certificated Note transferred to each such transferee or exchanged.

Certificated Notes to Rule 144A Global Notes or Regulation S Global Notes. Subject to the rules and procedures of Euroclear, Clearstream and/or DTC, as applicable, and this Section 2.5(f)(i), If a holder of a Certificated Note may wishes at any time to exchange all or a portion of its interest in such Certificated Note for a beneficial interest in a corresponding Rule 144A Global Notes Note or Regulation S Global Note or to transfer all or a portion of such Certificated Note to one or more Persons taking a Person who wishes to take delivery thereof in the form of a beneficial interest in the a corresponding Rule 144A Global Note or Regulation S 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 Certificated Note for a beneficial interest in a corresponding Rule 144A Global Note or Regulation S Global Note. Upon receipt by the Note Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to one or more the transferee, (B) a duly-executed certificate substantially in the form of Exhibit B-1 or Exhibit B-3 B-4 (as applicable) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B-4 B-6 or B-5 Exhibit B-7 (as applicable) attached hereto executed by each the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the corresponding applicable Rule 144A Global Notes or Regulation S Global Notes, as applicable, Notes in an amount equal to the Certificated Notes to be transferred to each such transferee or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the Agent Member’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Note Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Notes Note or Regulation S Global Note equal to the principal amount of the Certificated Note transferred to each such transferee or exchanged.

Certificated Notes to Rule 144A Global Notes or Regulation S Global Notes. Subject to the rules and procedures of Euroclear, Clearstream and/or DTC, as applicable, and this Section 2.5(f)(i), If a holder Holder of a Certificated Note may wishes at any time to exchange all or a portion of its interest in such Certificated Note for a beneficial interest in a corresponding Rule 144A Global Notes Note or Regulation S Global Note or to transfer all or a portion of such Certificated Note to one or more Persons taking a Person who wishes to take delivery thereof in the form of a beneficial interest in the a corresponding Rule 144A Global Note or Regulation S 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 Certificated Note for a beneficial interest in a corresponding Rule 144A Global Note or Regulation S Global Note. Upon receipt by the Note Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to one or more the transferee, (B) a duly-executed certificate substantially in the form of Exhibit B-1 or Exhibit B-3 B-4 (as applicable) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B-4 B-6 or B-5 Exhibit B-7 (as applicable) attached hereto executed by each the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause request to be credited a beneficial interest in the corresponding applicable Rule 144A Global Notes or Regulation S Global Notes, as applicable, Notes in an amount equal to the Certificated Notes to be transferred to each such transferee or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the Agent Member’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Note Register in accordance with Section 2.5(a) and approve confirm the instructions at DTC, concurrently with such cancellation, to credit or cause request to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Notes Note or Regulation S Global Note equal to the principal amount of the Certificated Note transferred to each such transferee or exchanged.

Certificated Notes to Rule 144A Global Notes or Regulation S Global Notes. Subject to the rules and procedures of Euroclear, Clearstream and/or DTC, as applicable, and this Section 2.5(f)(i), If a holder of a Certificated Note may wishes at any time to exchange all or a portion of its interest in such Certificated Note for a beneficial interest in a corresponding Rule 144A Global Notes Note or Regulation S Global Note or to transfer all or a portion of such Certificated Note to one or more Persons taking a Person who wishes to take delivery thereof in the form of a beneficial interest in the a corresponding Rule 144A Global Note or Regulation S 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 Certificated Note for a beneficial interest in a corresponding Rule 144A Global Note or Regulation S Global Note. Upon receipt by the Note Notes Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to one or more the transferee, (B) a duly-executed certificate substantially in the form of Exhibit B-1 or Exhibit B-3 B-4 (as applicable) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B-4 B-6, Exhibit B-7 or B-5 Exhibit B-9 (as applicable) attached hereto executed by each the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause request to be credited a beneficial interest in the corresponding applicable Rule 144A Global Notes or Regulation S Global Notes, as applicable, Notes in an amount equal to the Certificated Notes to be transferred to each such transferee or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the Agent Member’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Note Notes Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Note Notes Register in accordance with Section 2.5(a) and approve confirm the instructions at DTC, concurrently with such cancellation, to credit or cause request to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Notes Note or Regulation S Global Note equal to the principal amount of the Certificated Note transferred to each such transferee or exchanged.

Certificated Notes to Rule 144A Global Notes or Regulation S Global Notes. Subject to the rules and procedures of Euroclear, Clearstream and/or DTC, as applicable, and this Section 2.5(f)(i), If a holder of a Certificated Note may (other than a Class E Note) wishes at any time to exchange all or a portion of its interest in such Certificated Note for a beneficial interest in a corresponding Rule 144A Global Notes Note or Regulation S Global Note or to transfer all or a portion of such Certificated Note to one or more Persons taking a Person who wishes to take delivery thereof in the form of a beneficial interest in the a corresponding Rule 144A Global Note or Regulation S 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 Certificated Note for a beneficial interest in a corresponding Rule 144A Global Note or Regulation S Global Note. Upon receipt by the Note Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to one or more the transferee, (B) a duly-executed certificate substantially in the form of Exhibit B-1 or Exhibit B-3 B-4 (as applicable) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B-4 B-6 or B-5 Exhibit B-7 (as applicable) attached hereto executed by each the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the corresponding applicable Rule 144A Global Notes or Regulation S Global Notes, as applicable, Notes in an amount equal to the Certificated Notes to be transferred to each such transferee or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the Agent Member’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Note Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Rule 144A Global Notes Note or Regulation S Global Note equal to the principal amount of the Certificated Note transferred to each such transferee or exchanged.