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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with DTC or on behalf of the Depository 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 a Rule 144A Global NoteNote for such Series and/or Class, such holder owner’s transferee may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beDepository, 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 for such Series and/or Class. Upon the receipt by the Registrar Indenture Trustee and the Note Registrar, of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, Depository directing the Registrar Indenture Trustee and the Note Registrar, to 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 Regulation S Global Note, Note to be exchanged but not less than the Minimum Denomination minimum denomination applicable to such holderowner’s Notes held through a Rule 144A Global Note, to be exchanged or transferredexchanged, such instructions to contain information regarding the participant account with DTC the Depository to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit 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 QIB/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 B-3 attached B-1 hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPinterest, then the Registrar Indenture Trustee will approve reduce the instructions at DTC to reduce, or cause to be reduced, principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred or exchanged and the Registrar Indenture Trustee and the Note Registrar, shall instruct DTCthe Depository, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global NoteNote for the related Series and/or Class.

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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder the Note 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 a 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 a Rule 144A Global NoteNote only upon compliance with the provisions of this Section 2.4(d)(iii). Upon receipt by the Note Registrar at its Corporate Trust Office of (A) 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 (C) 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 (x) during the Restricted Period, a certification in the form of Exhibit E hereto given by the 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 transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 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 related to a Series and/or Class deposited with DTC or on behalf of the Depository 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 a Rule 144A Global NoteNote for such Series and/or Class, such holder owner’s transferee may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beDepository, 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 for such Series and/or Class. Upon the receipt by the Registrar Indenture Trustee, as Note Registrar, of (A) instructions from Euroclear, Clearstream and/or DTCthe Depository directing the Indenture Trustee, as the case may beNote Registrar, directing the Registrar to 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 Regulation S Global Note, Note to be exchanged but not less than the Minimum Denomination minimum denomination applicable to such holderowner’s Notes held through a Rule 144A Global Note, to be exchanged or transferredexchanged, such instructions to contain information regarding the participant account with DTC the Depository to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit 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 QIB/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 B-3 attached B-1 hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPinterest, then the Registrar Indenture Trustee will approve reduce the instructions at DTC to reduce, or cause to be reduced, principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred or exchanged and the Registrar Indenture Trustee, as Note Registrar, shall instruct DTCthe Depository, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global NoteNote for the related Series and/or Class.

Regulation S Global Note to Rule 144A Global Note. If a holder the Note 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 a 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 a Rule 144A Global NoteNote only upon compliance with the provisions of this Section 2.04(d)(iii). Upon receipt by the Note Registrar at its Corporate Trust Office of (A) 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 (C) 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 (x) during the Restricted Period, a certification in the form of Exhibit E hereto given by the 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 transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 B-2 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 QIB/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 B-3 B-6 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of 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 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(l)(iii). Upon receipt by the 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 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 Note balance 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 of the 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 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 B-2 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 QIB/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 B-3 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 QIB/QPQualified Institutional Buyer and a Qualified Purchaser, then the Note Registrar will approve the instructions at shall instruct DTC to reduce, or cause to be reduced, reduce the denomination of the Regulation S Global Note by the aggregate principal amount Note balance of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTCand, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the Note balance 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 Agent Member 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 Note balance equal to the reduction in amount by which the principal amount denomination of 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 B-2 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 QIB/QPQualified 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 B-3 B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPQualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then the such Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the such Regulation S Global Note by the aggregate principal amount of the beneficial interest in the such Regulation S Global Note to be transferred or exchanged and the such Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the 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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of 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 Section 2.04(j)(iii). Upon receipt by the 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 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 G hereto given by the 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 transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

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 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 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 G hereto given by the Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A Certification from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If a holder the Note 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 to the immediately succeeding sentence and the rules and procedures of Euroclear, 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 all Applicable Procedures and the provisions of this Section 2.4(d)(iii). Upon receipt by the Note Registrar at its Corporate Trust Office of (A) 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 (C) 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 certification in the form of Exhibit L hereto given by the Note Owner, or (ii) after the Restricted Period, an Investor Representation Letter in the form of Exhibit B hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

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 Registrar from the Transfer Agent of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 B-2 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 QIB/QP, QIB 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 (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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPSecurities Act, then the Registrar will approve shall instruct the instructions at DTC Common Depositary to reduce, reduce or cause to be reduced, 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 the Regulation S Global Note to be transferred exchanged or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the 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 Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 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 QIB/QP, 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 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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPapplicable jurisdiction, then the Registrar will approve Trustee, as Registrar, 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 the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote 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 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 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 G hereto given by the 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 DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If a holder the Note 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 2.04(d)(iii). Upon receipt by the Note Registrar at its Corporate Trust Office of (A) 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 (C) 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 (x) during the Restricted Period, a certification in the form of Exhibit E hereto given by the 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 transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If a holder Holder of a beneficial interest in a Regulation S Global Note deposited with DTC the Registered 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 to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such holder mayNoteholder, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTCan Agent Member of the Registered Depositary, as the case may be, may exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTCthe Registered Depositary, as the case may be, directing the 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 authorized denomination applicable to such holderNoteholder’s Notes Notes, to be exchanged or transferred, such instructions to contain information regarding the participant account with DTC the Registered Depositary to be credited with such increase, (B) a certificate in the form of Exhibit B-2 D attached hereto given by the holder Holder of such beneficial interest and stating, among other things, that, in the case of an exchange, the Noteholder is a QIB or, 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the Regulation S Global Note.is

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 Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 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 QIB/QP, 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 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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPapplicable jurisdiction, then the Registrar will approve Trustee, as Registrar, 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 the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote 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 Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel Bank, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 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 QIB/QP, QIB and 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 B-3 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 QIB/QPform reasonably acceptable to the Company and to the Registrar, then the Registrar will approve Trustee, as Registrar, shall instruct the instructions at DTC 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 the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If Subject to the rules and procedures of DTC and this Section 2.5(e)(ii), a holder of a beneficial interest in a Regulation S Global Note deposited with DTC wishes may at any time to exchange its interest in such Regulation S Global Note for an equivalent beneficial 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 taking 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 Trustee, the Note Registrar and the Transfer Agent of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Registrar 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 NoteNote to be exchanged or transferred, but not less than the Minimum Denomination applicable to such holder’s Notes to be exchanged or transferredClass of Notes, such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a duly-executed certificate in the form of Exhibit B-2 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 QIB/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 B-3 B-4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will Transfer Agent shall approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note and to increase or cause to be increased, the principal amount of the corresponding Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged or transferred and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the such Regulation S Global Note.

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 Registrar from the Transfer Agent of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 B-2 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 QIB/QP, QIB 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 (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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPSecurities Act, then the Registrar will approve shall instruct the instructions at DTC Common Depositary to reduce, reduce or cause to be reduced, 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 the Regulation S Global Note to be transferred exchanged or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the Regulation S Global Notetransferred.

Regulation S Global Note to Rule 144A Global Note. If a holder an owner of a beneficial interest in a Regulation S Global Note related to a Series and/or Class deposited with DTC or on behalf of the Depository 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 a Rule 144A Global NoteNote for such Series and/or Class, such holder owner’s transferee may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beDepository, 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 for such Series and/or Class. Upon the receipt by the Registrar Indenture Trustee and the Note Registrar, of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, Depository directing the Registrar Indenture Trustee and the 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, Note to be exchanged but not less than the Minimum Denomination minimum denomination applicable to such holderowner’s Notes held through a Rule 144A Global Note, to be exchanged or transferredexchanged, such instructions to contain information regarding the participant account with DTC the Depository to be credited with such increase, and (B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit 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 QIB/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 B-3 attached B-1 hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPinterest, then the Registrar Indenture Trustee will approve reduce the instructions at DTC to reduce, or cause to be reduced, principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be transferred or exchanged and the Registrar Indenture Trustee and the Note Registrar, shall instruct DTCthe Depository, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global NoteNote for the related Series and/or Class.

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 Notes Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Notes Registrar to cause request 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 B-2 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 QIB/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 B-3 B-6 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Notes Registrar will approve the instructions at DTC to reduce, or cause request to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Notes Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of 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(j)(iii). Upon receipt by the 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 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 G hereto given by the Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A Certification from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

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 Depository (or the 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 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 Registrar Trustee of (A1) written instructions from Euroclear, Clearstream and/or DTC, as the case may beDepository, directing the 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 Depository 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 Depository and (3) a certificate in the form of 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 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 QIB/QP, QIB and 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 B-3 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 QIB/QPform reasonably acceptable to the Company and to the Registrar, then the Registrar will approve Trustee, as Registrar, shall instruct the instructions at DTC Depository 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 the Regulation S Global Note to be transferred or exchanged exchanged, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depository, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote that is being 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(l)(iii). Upon receipt by the 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 DTC Participant directing the Note Registrar to credit or cause to be credited to another specified DTC 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 of the 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 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 B-2 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 QIB/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 B-3 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 QIB/QPQualified Institutional Buyer and a Qualified Purchaser, then the Note Registrar will approve the instructions at shall instruct DTC to reduce, or cause to be reduced, reduce the denomination of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the 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 Agent Member Person specified in such instructions (who shall be a DTC 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 the Regulation S Global NoteNote was reduced upon such transfer.

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 Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 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 QIB/QP, 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 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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPapplicable jurisdiction, then the Registrar will approve Trustee, as Registrar, 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 the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote 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 2.06(a)(ii). Upon receipt by the Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 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 QIB/QP, 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 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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPapplicable jurisdiction, then the Registrar will approve Trustee, as Registrar, 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 the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote 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 subsection 4.02(j)(iii). Upon receipt by the 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 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 G hereto given by the 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, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 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 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 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 B-2 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 QIB/QP, Qualified Institutional Buyer (as defined in Rule 144A) 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 jurisdiction, the Trustee, as transfer agent, shall promptly deliver (Cvia DWAC) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest statingappropriate instructions to DTC, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduceits nominee, or cause the custodian for DTC, as the case may be, to be reduced, reduce or reflect on its records a reduction of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the such Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar 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 Agent Member 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 the 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 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 Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Euroclear or Clearstream and/or DTC, as and the case may beDepositary, 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 Rule 144A Global Note. Upon receipt by the Registrar Trustee, as Registrar, as its Corporate Trust Office of (A1) instructions from Euroclear, Clearstream and/or DTCgiven in accordance with the Depositary’s procedures directing the Trustee, as the case may beRegistrar, directing the 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 Agent Member’s account with DTC the Depositary to be credited with such increase, and (B2) a certificate in the form of Exhibit B-2 C attached hereto 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 the Regulation S Global Note reasonably believes that the Person person acquiring such interest in a the Rule 144A Global Note is a QIB/QP, QIB and is obtaining such beneficial interest in a transaction otherwise meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or and any other jurisdiction and (C) a written certification in jurisdiction, the form of Exhibit B-3 attached hereto given by Trustee, as Registrar, shall instruct the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC Common Depositary for Euroclear or Clearstream to reduce, or cause to be reduced, reduce the Regulation S Global Note by the aggregate principal amount of the beneficial interest to be exchanged or transferred, and the Trustee, as Registrar, shall in accordance with the Depositary’s DWAC procedure, concurrently with such reduction, increase the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred so exchanged or exchanged transferred, and the Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of 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 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 Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 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 QIB/QP, 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 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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPapplicable jurisdiction, then the Registrar will approve Trustee, as Registrar, 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 the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote 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 for such Series of Notes or to transfer its interest in such Regulation S Global Note to a Person transferee 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, Euroclear and Clearstream and/or or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding such Rule 144A Global Note; provided that the remaining beneficial interest in such Regulation S Global Note held by such holder shall either equal zero or meet the Authorized Minimum Denominations. Upon receipt by To the Registrar of extent that the Indenture Trustee, as Note Registrar, and the Co-Issuers have received (A) instructions from Euroclear, Clearstream and/or or DTC, as the case may be, directing the Registrar Indenture Trustee, as 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 the Regulation S Global Note, Note to be exchanged or transferred but not less than the Authorized Minimum Denomination Denominations applicable to such holder’s Notes to be exchanged or transferredheld through Rule 144A Global Notes, such instructions to contain information regarding the participant account with DTC to be credited with such increase, and (B) a certificate in the form of Exhibit B-2 A attached hereto given by the holder of such beneficial interest and stating, among other things, (in the case of an exchange) or the transferee of such beneficial interest (in the case of a transfer) stating that, in the case of a transfer, the Person holder transferring such interest in such the Regulation S Global Note reasonably believes that the Person transferee acquiring such interest in a the Rule 144A Global Note is a QIB/QIB (who is also a QP, ) 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 relevant jurisdiction, or that, in the form case of Exhibit B-3 attached hereto given by an exchange, the transferee in respect of such beneficial interest stating, among other things, that such transferee holder is a QIB/QIB (who is also a QP), then Euroclear or Clearstream or the Registrar will approve Indenture Trustee, as Note Registrar, as the instructions at case may be, shall instruct DTC to reduce, or cause to be reduced, reduce the Regulation S Global Note by the aggregate principal amount Aggregate Outstanding Principal Amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged exchanged, and the Registrar Indenture Trustee, as Note Registrar, shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder the Note 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 to the immediately succeeding sentence and the rules and procedures of Euroclear, 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 all Applicable Procedures and the provisions of this Section 2.4(d)(iii). Upon receipt by the Note Registrar at its Corporate Trust Office of (A) 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 (C) 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 certification in the form of Exhibit L hereto given by the Note Owner, or (ii) after the Restricted Period, an Investor Representation Letter in the form of Exhibit B hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

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(1)(iii). Upon receipt by the 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 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 of the 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 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 B-2 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 QIB/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 B-3 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 QIB/QPQualified Institutional Buyer and a Qualified Purchaser, then the Note Registrar will approve the instructions at shall instruct DTC to reduce, or cause to be reduced, reduce the denomination of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If a holder Beneficial 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 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 Beneficial Owner 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 Registrar Note Registrar, pursuant to the Paying Agent Agreement, of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 Beneficial Owner's Notes 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 in the form of Exhibit 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 QIB/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 B-3 attached hereto given Purchaser Representation Letter delivered by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPQualified Institutional Buyer, then the Registrar Note Registrar, pursuant to the Paying Agent Agreement, will approve the instructions at DTC to reduce, or cause to be reduced, the such Regulation S Global Note by the aggregate principal amount of the beneficial interest in the such Regulation S Global Note to be transferred or exchanged and the Registrar Note Registrar, pursuant to the Paying Agent Agreement, shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the 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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 B-2 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 QIB/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 B-3 B-6 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of 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 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(l)(iii). Upon receipt by the 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 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 Note balance 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 of the 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 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 B-2 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 QIB/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 B-3 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 QIB/QPQualified Institutional Buyer and a Qualified Purchaser, then the Note Registrar will approve the instructions at shall instruct DTC to reduce, or cause to be reduced, reduce denomination balance of the Regulation S Global Note by the aggregate principal amount Note balance of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTCand, concurrently with such reduction, to increase the denomination of the Rule 144A Global Note by the Note balance 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 Agent Member 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 Note balance equal to the reduction in amount by which the principal amount denomination of the Regulation S Global NoteNote was reduced upon such transfer.

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 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(l)(iii). Upon receipt by the Note Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Applicable Procedures from Euroclear, Clearstream and/or DTC, as the case may be, a DTC Participant directing the Note Registrar to credit or cause to be credited to another specified DTC 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 information regarding the participant account with DTC to be credited with such increase, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the 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 (C) 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 G hereto given by the holder of such beneficial interest and statingBeneficial Owner, among other thingsor (2) 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 QIB/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 B-3 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 QIB/QPQualified Institutional Buyer, then the Note Registrar will approve the instructions at shall instruct DTC to reduce, or cause to be reduced, reduce the denomination of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the 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 Agent Member Person specified in such instructions (who shall be a DTC 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 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 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 a Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Euroclear or Clearstream and/or or DTC, as the case may be, 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 of the same Series and Class. Upon receipt by the Registrar Trustee, as Registrar, of (A1) instructions from Euroclear, Euroclear or Clearstream and/or or DTC, as the case may be, directing the 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 a Regulation S Global NoteNote to be exchanged or transferred, but not less than the Minimum Denomination minimum denomination applicable to such holder’s Notes to be exchanged or transferredNote, such instructions to contain information regarding the participant agent member’s account with DTC to be credited with such increaseincrease and information regarding the agent member’s account with DTC to be debited with such decrease, and (B2) a certificate in the form of Exhibit B-2 A-2 attached hereto 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 the Regulation S Global Note reasonably believes that the Person acquiring such interest in a the Rule 144A Global Note is a QIB/QP, Qualified Institutional Buyer 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 144A, Euroclear or Clearstream or the United States or any other jurisdiction and (C) a written certification in Registrar, as the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest statingcase may be, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at shall instruct DTC to reduce, or cause to be reduced, reduce the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar shall instruct DTC, concurrently with such reduction, to increase the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global NoteNote to be so 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 Securities Depository or with the Indenture Trustee as custodian for the Securities Depository 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 2.08(a)(ii). Upon receipt by the Registrar Indenture Trustee of (A1) instructions from EuroclearEuroclear or Clearstream, Clearstream and/or DTCif applicable, as and the case may beSecurities Depository, directing the Registrar Indenture Trustee, as 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 Securities Depository 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 Securities Depository and (3) if such transfer is being effected prior to the expiration of the "40-day distribution compliance period" (as defined by Regulation S under the Securities Act), a certificate in the form of Exhibit B-2 attached hereto given by the holder Note 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 QIB/QP, QIB and 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 State, (B) that the transfer complies with the requirements of Rule 144A under the United States Securities Act and any applicable blue sky or securities laws of any other jurisdiction and State or (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 B-3 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 QIB/QPform reasonably acceptable to the Issuer and to the Indenture Trustee, then the Registrar will approve Indenture Trustee, as Note Registrar, shall instruct the instructions at DTC Securities Depository to reduce, reduce or cause to be reduced, reduced the initial Outstanding Note Balance of such Regulation S Global Note and to increase or cause to be increased the initial Outstanding Note Balance of the applicable Rule 144A Global Note by the aggregate initial principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged exchanged, and the Registrar Indenture Trustee, as Note Registrar, shall instruct DTCthe Securities Depository, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member person specified in such instructions a beneficial interest in the corresponding applicable Rule 144A Global Note equal to the reduction in the principal amount Outstanding Note Balance at maturity of such Regulation S Global Note 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 NoteNote that is being transferred.

Regulation S Global Note to Rule 144A Global Note. If a holder the Note 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 a 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 a Rule 144A Global NoteNote only upon compliance with the provisions of this Section 2.4(d)(iii). Upon receipt by the Note Registrar at its Corporate Trust Office of (A) 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 (C) 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 (x) during the Restricted Period, a certification in the form of Exhibit E hereto given by the 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 transferee is a Qualified Institutional Buyer, the 12 KL2 3337076.6 Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 B-2 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 QIB/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 B-3 B-8 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of 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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 B-2 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 QIB/QPQualified Purchaser and a Qualified Institutional Buyer, 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 B-3 B-4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPQualified Institutional Buyer and a Qualified Purchaser, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder 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 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 Trustee or the Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 holderHolder’s Class A 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 B-2 B2 attached hereto given by the holder 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 QIB/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 B-3 B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will shall approve the instructions at DTC DTC, Euroclear and/or Clearstream to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct approve the instruction at DTC, Euroclear and/or Clearstream concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of 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(j)(iii). Upon receipt by the 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 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 G hereto given by the 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, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

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 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 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 G hereto given by --------- the Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A Certification from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 B-2 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 QIB/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 B-3 B-6-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of 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 Section 2.04(j)(iii). Upon receipt by the 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 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 G hereto given by the 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 transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Rule 144A Global Note. If a holder the Note 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 5.05(d)(iii). Upon receipt by the 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 Direct Participant directing the Note Registrar to credit or cause to be credited to another specified Direct Participant's account 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the 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 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 I hereto given by the Note Owner, or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit F attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member Person specified in such instructions (who shall be a Direct 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 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 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 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 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 B-2 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 QIB/QP, Qualified Institutional Buyer (as defined in Rule 144A) and 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) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest statingjurisdiction, among other things, that such transferee is a QIB/QP, then the Registrar will approve shall promptly deliver appropriate instructions to the instructions at DTC Common Depositary to reduce, reduce or cause to be reduced, reflect on its records a reduction of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the such Regulation S Global Note to be transferred exchanged or exchanged transferred, and 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 Agent Member 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 the 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 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(l)(iii). Upon receipt by the 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 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 B-2 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 QIB/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 B-3 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 QIB/QPQualified Institutional Buyer who is a Qualified Purchaser, then the Note Registrar will approve shall instruct the instructions at DTC Depository to reduce, or cause to be reduced, reduce the denomination of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

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)(iii). Upon receipt by the Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 B-2 C 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 QIB/QP, QIB and 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 B-3 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 QIB/QPform reasonably acceptable to the Company and to the Registrar, then the Registrar will approve Trustee, as Registrar, shall instruct the instructions at DTC Depositary to reduce, reduce or cause to be reduced, reduced the 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 the Regulation S Global Note to be transferred or exchanged exchanged, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note.beneficial

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 Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 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 QIB/QP, QIB and 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 B-3 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 QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the Regulation S Global Note.in

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 Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 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 QIB/QP, 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 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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPapplicable jurisdiction, then the Registrar will approve Trustee, as Registrar, 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 the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote that is being exchanged or 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 Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 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 QIB/QP, 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 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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPapplicable jurisdiction, then the Registrar will approve Trustee, as Registrar, 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 the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote 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(l)(iii). Upon receipt by the 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 Note Registrar to credit or cause to be credited to another specified Depository Participant’s account Table of Contents 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 of the 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 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 B-2 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 QIB/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 B-3 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 QIB/QPQualified Institutional Buyer and a Qualified Purchaser, then the Note Registrar will approve the instructions at shall instruct DTC to reduce, or cause to be reduced, reduce the denomination of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the 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 Agent Member 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 the Regulation S Global NoteNote was reduced upon such transfer.

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 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 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 B-2 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 QIB/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 B-3 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 QIB/QPQualified Institutional Buyer, then the Note Registrar will approve shall instruct the instructions at DTC Depository to reduce, or cause to be reduced, reduce the denomination of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the 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 Agent Member 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 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 Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Note Registrar to cause request 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 B-2 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 QIB/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 B-3 B-6 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Note Registrar will approve the instructions at DTC to reduce, or cause request to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Note Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the Regulation S Global Note.. (iii)

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 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 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 G hereto given by the 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 DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 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 Euroclearthe relevant Depositary, 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 Registrar Trustee, as transfer agent, of (Al) instructions given in accordance with the procedures of the relevant Depositary, to the extent applicable, from Euroclear, Clearstream and/or DTCor on behalf of a beneficial owner of an interest in the Regulation S Global Note directing the Trustee, as the case may betransfer agent, directing the 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 (2) a written order given in accordance with the procedures of the relevant Depositary containing information regarding the participant account with DTC such Depositary 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 B-2 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 QIB/QP, Qualified Institutional Buyer (as defined in Rule 144A) 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 jurisdiction, the form of Exhibit B-3 attached hereto given by Trustee, as transfer agent, shall promptly deliver appropriate instructions to the transferee in respect of such beneficial interest statingrelevant Depositary, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduceits nominee, or cause the custodian for the relevant Depositary, as the case may be, to be reduced, reduce or reflect on its records a reduction of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the such Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar Trustee, as transfer agent, shall instruct DTCpromptly deliver appropriate instructions to the Depositary, its nominee, or the custodian for the Depositary, 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 Agent Member 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 the 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 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 Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 B-2 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 QIB/QPQualified 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 B-3 B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPQualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then the Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the such Regulation S Global Note by the aggregate principal amount of the beneficial interest in the such Regulation S Global Note to be transferred or exchanged and the Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the such Regulation S Global Note.

Regulation S Global Note to Rule 144A Global Note. If a holder 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 (if applicable) or to transfer its interest in such Regulation S Global Note to a Person person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global NoteNote (if applicable), such holder 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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 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 B-2 attached hereto given by the holder Holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person person transferring such interest in such Regulation S Global Note reasonably believes that the Person person acquiring such interest in a Rule 144A Global Note is a QIB/QPQualified Institutional Buyer, 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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPQualified Institutional Buyer and a Qualified Purchaser, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of 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 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 Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Euroclear or Clearstream and/or DTC, as and the case may beDepositary, 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 Rule 144A Global Note. Upon receipt by the Registrar Trustee, as Registrar, as its Corporate Trust Office of (A1) instructions from Euroclear, Clearstream and/or DTCgiven in accordance with the Depositary's procedures directing the Trustee, as the case may beRegistrar, directing the 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 Agent Member's account with DTC the Depositary to be credited with such increase, and (B2) a certificate in the form of Exhibit B-2 C attached hereto 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 the Regulation S Global Note reasonably believes that the Person person acquiring such interest in a the Rule 144A Global Note is a QIB/QP, QIB and is obtaining such beneficial interest in a transaction otherwise meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or and any other jurisdiction and (C) a written certification in jurisdiction, the form of Exhibit B-3 attached hereto given by Trustee, as Registrar, shall instruct the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC Common Depositary for Euroclear or Clearstream to reduce, or cause to be reduced, reduce the Regulation S Global Note by the aggregate principal amount of the beneficial interest to be exchanged or transferred, and the Trustee, as Registrar, shall in accordance with the Depositary's DWAC procedure, concurrently with such reduction, increase the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred so exchanged or exchanged transferred, and the Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of 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 Section 4.02(l)(iii). Upon receipt by the 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 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 of the 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 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 B-2 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 QIB/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 B-3 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 QIB/QPQualified Institutional Buyer and a Qualified Purchaser, then the Note Registrar will approve the instructions at shall instruct DTC to reduce, or cause to be reduced, reduce the denomination of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the 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 Agent Member 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 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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 B-2 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 QIB/QPQualified Purchaser and a Qualified Institutional Buyer, 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 B-3 B-2 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPQualified Institutional Buyer and a Qualified Purchaser, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note.. 91

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 Registrar Trustee of (A1) instructions from EuroclearEuroclear or Clearstream, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 B-2 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 QIB/QP, QIB and 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 B-3 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 QIB/QPform reasonably acceptable to the Company and to the Registrar, then the Registrar will approve Trustee, as Registrar, 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 the Regulation S Global Note to be transferred or exchanged exchanged, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote that is being transferred.

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 Registrar from the Transfer Agent of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the 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 June 6, 2007, a certificate in the form of Exhibit B-2 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 QIB/QP, QIB 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 (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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPSecurities Act, then the Registrar will approve shall instruct the instructions at DTC Common Depositary to reduce, reduce or cause to be reduced, 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 the Regulation S Global Note to be transferred exchanged or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the Regulation S Global Notetransferred.

Regulation S Global Note to Rule 144A Global Note. If a holder the Note 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 2.4(d)(iii). Upon receipt by the Note Registrar at its Corporate Trust Office of (A) 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 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 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account 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 (C) 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 certification in the form of Exhibit E hereto given by the 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 transferee is a Qualified Institutional Buyer, the Note Registrar shall instruct DTCthe Depository to reduce the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Regulation S Global Note to be transferred, 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 Agent Member 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 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 Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Registrar to cause to be credited a beneficial interest in the -77- 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 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 QIB/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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at DTC to reduce, or cause to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of 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 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 a Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Euroclear or Clearstream and/or or DTC, as the case may be, 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 of the same Series and Class. Upon receipt by the Registrar Trustee, as Registrar, of (A1) instructions from Euroclear, Euroclear or Clearstream and/or or DTC, as the case may be, directing the 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 a Regulation S Global NoteNote to be exchanged or transferred, but not less than the Minimum Denomination minimum denomination applicable to such holder’s Notes to be exchanged or transferredNote, such instructions to contain information regarding the participant agent member’s account with DTC to be credited with such increaseincrease and information regarding the agent member’s account with DTC to be debited with such decrease, and (B2) a certificate in the form of Exhibit B-2 A-2 attached hereto 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 the Regulation S Global Note reasonably believes that the Person acquiring such interest in a the Rule 144A Global Note is a QIB/QP, Qualified Institutional Buyer 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 144A, Euroclear or Clearstream or the United States or any other jurisdiction and (C) a written certification in Registrar, as the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest statingcase may be, among other things, that such transferee is a QIB/QP, then the Registrar will approve the instructions at shall instruct DTC to reduce, or cause to be reduced, reduce the Regulation S Global Note by the aggregate principal amount Principal Amount of the beneficial interest in the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar shall instruct DTC, concurrently with such reduction, to increase the Principal Amount of the Rule 144A Global Note by the aggregate Principal Amount of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount Principal Amount of the Regulation S Global NoteNote to be so exchanged or transferred.

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 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 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 B-2 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 QIB/QP, Qualified Institutional Buyer (as defined in Rule 144A) and 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) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest statingjurisdiction, among other things, that such transferee is a QIB/QP, then the Registrar will approve shall promptly deliver appropriate instructions to the instructions at DTC Common Depositary to reduce, reduce or cause to be reduced, reflect on its records a reduction of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the such Regulation S Global Note to be transferred exchanged or exchanged transferred, and 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 Agent Member 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 the 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 Registrar Trustee of (A1) instructions from EuroclearEuroclear or Cedel, Clearstream and/or DTCif applicable, as and the case may beDepositary, directing the 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 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 QIB/QP, 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 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 Issuers 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 Issuers 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 B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QPapplicable jurisdiction, then the Registrar will approve Trustee, as Registrar, 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 the Regulation S Global Note to be transferred exchanged or exchanged transferred, and the Registrar Trustee, as Registrar, shall instruct DTCthe Depositary, concurrently with such reduction, to credit or cause to be credited to the securities account of the Agent Member 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 Note 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 NoteNote 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 Note Registrar of (A) instructions from Euroclear, Clearstream and/or and/ or DTC, as the case may be, directing the Note Registrar to cause request 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 B-2 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 QIB/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 B-3 B-6 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a QIB/QP, then the Note Registrar will approve the instructions at DTC to reduce, or cause request to be reduced, the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged and the Note Registrar shall instruct DTC, concurrently with such reduction, 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 Note equal to the reduction in the principal amount of the Regulation S Global Note.