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 the Holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such transfer may be effected only in accordance with this clause (iii) and the rules and procedures of Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) instructions directing the Registrar to credit or cause to be credited an interest in the Rule 144A Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount and (B) if such transfer occurs at any time prior to January 25, 2010, a certificate in the form of Exhibit 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 that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other 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 transaction not subject to, the registration requirements of the Securities Act, then the Registrar shall instruct the Common Depositary to reduce or cause to be 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 interest in the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If the Holder an owner of a beneficial interest in the Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time wishes to transfer its interest in such interest Regulation S Global Note to a Person who wishes is required to take delivery thereof in the form of a beneficial an interest in the Rule 144A Global Note, such transfer may be effected only in accordance with this clause (iii) and Holder may, subject to the rules and procedures of Euroclear and Clearstreamthe Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt by the principal Registrar of (1) instructions from the Transfer Agent of (A) instructions Depositary, directing the principal Registrar to credit or cause to be credited an a beneficial interest in the Rule 144A Global Note in a specified principal amount and equal to cause to be debited an the beneficial interest in the Regulation S Global Note to be exchanged or transferred, such instructions to contain information regarding the participant account with the Depositary to be credited with such increase, (2) a written order given in such specified principal amount accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and (B3) if such transfer occurs at any time prior to January 25, 2010, a certificate in the form of Exhibit C D attached hereto given by the holder owner 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 that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other 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 transaction not subject to, the registration requirements of the Securities Actinterest, then the principal Registrar shall will instruct the Common Depositary to reduce or cause to be 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 exchanged or transferred, and the principal Registrar shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note and to debit or cause to be debited from the account of the Person making such exchange or transfer the beneficial interest in the Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If the Holder an owner of a beneficial interest in the Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time wishes to transfer its interest in such interest Regulation S Global Note to a Person who wishes is required to take delivery thereof in the form of a beneficial an interest in the Rule 144A Global Note, such transfer may be effected only in accordance with this clause (iii) and Holder may, subject to the rules and procedures of Euroclear or Cedel, as the case may be, and Clearstreamthe Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt by the principal Registrar from the Transfer Agent of (A1) instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the principal Registrar to credit or cause to be credited an a beneficial interest in the Rule 144A Global Note in a specified principal amount and equal to cause to be debited an the beneficial interest in the Regulation S Global Note to be exchanged or transferred, (2) a written order given in such specified principal amount accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and (B3) if such transfer occurs at any time prior to January 25, 2010, a certificate in the form of Exhibit C attached hereto given by the holder owner of such beneficial interest stating that interest, then Euroclear or Cedel or the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the Securities Act andprincipal Registrar, in such circumstances, such Opinion of Counsel as the Issuer or the Trustee case may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption frombe, or in a transaction not subject to, the registration requirements of the Securities Act, then the Registrar shall will instruct the Common Depositary to reduce or cause to be reduced the principal amount Accreted Value of the Regulation S Global Note and to increase or cause to be increased the principal amount Accreted Value of the Rule 144A Global Note by the aggregate principal amount Accreted Value of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, and the principal Registrar shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the Accreted Value of the Regulation S Global Note and to debit or cause to be debited from the account of the Person making such exchange or transfer the beneficial interest in the Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If the Holder an owner of a beneficial interest in the Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time wishes to transfer its interest in such interest Regulation S Global Note to a Person who wishes is required to take delivery thereof in the form of an interest in a Rule 144A Global Note, such Holder may, subject to the rules and procedures of the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Rule 144A Global Note. Upon receipt by the principal Registrar of (1) instructions from the Depositary, directing the principal Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note, such transfer may be effected only in accordance with this clause (iii) and Note equal to the rules and procedures of Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) instructions directing the Registrar to credit or cause to be credited an interest in the Rule 144A Global Note in a specified principal amount and to cause to be debited an beneficial interest in the Regulation S Global Note to be exchanged or transferred, such instructions to contain information regarding the participant account with the Depositary to be credited with such increase, (2) a written order given in such specified principal amount accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and (B3) if such transfer occurs at any time prior to January 25, 2010, a certificate in the form of Exhibit C D attached hereto given by the holder owner 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 that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other 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 transaction not subject to, the registration requirements of the Securities Actinterest, then the principal Registrar shall will instruct the Common Depositary to reduce or cause to be 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 exchanged or transferred, and the principal Registrar shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note and to debit or cause to be debited from the account of the Person making such exchange or transfer the beneficial interest in the Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If the Holder of a beneficial interest in the Regulation S Global Note at any time wishes to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such transfer may be effected only in accordance with this clause (iii) and the rules and procedures of Euroclear and Clearstream. Upon receipt by the Registrar from the Transfer Agent of (A) instructions directing the Registrar to credit or cause to be credited an interest in the Rule 144A Global Note in a specified principal amount and to cause to be debited an interest in the Regulation S Global Note in such specified principal amount and (B) if such transfer occurs at any time prior to January 25June 6, 20102007, a certificate in the form of Exhibit 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 that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other 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 transaction not subject to, the registration requirements of the Securities Act, then the Registrar shall instruct the Common Depositary to reduce or cause to be 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 interest in the Regulation S Global Note to be exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If the Holder Beneficial Owner of a beneficial an interest in the a Regulation S Global Note wishes at any time wishes to transfer its beneficial interest in such interest Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such holder may, in addition to complying with all Applicable Procedures, transfer may be effected or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Global Note only in accordance upon compliance with the provisions of this clause (iii) and the rules and procedures of Euroclear and ClearstreamSection 4.02(l)(iii). Upon receipt by the Note Registrar from the Transfer Agent at its Corporate Trust Office of (A1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Note Registrar to credit or cause to be credited an to another specified Depository Participant’s account a beneficial interest in the Rule 144A Global Note in a specified principal an amount and equal to cause to be debited an the denomination of the beneficial interest in the Regulation S Global Note to be 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 specified principal amount 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 (B3) if such with respect to a transfer occurs at any time prior to January 25, 2010of 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 C attached G hereto given by the holder of Beneficial Owner that is transferring such beneficial interest stating that interest, or (ii) after the transfer Distribution Compliance Period, a Rule 144A Certification from the transferee of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and stating effect that (x) the Person transferring such interest reasonably believes that the Person acquiring such interest transferee is a QIB and Qualified Institutional Buyer who is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other 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 transaction not subject toQualified Purchaser, the registration requirements of the Securities Act, then the Note Registrar shall instruct the Common Depositary Depository to reduce or cause to be reduced the principal amount denomination of the Regulation S Global Note and by the denomination of the beneficial interest in the Regulation S Global Note to be transferred and, concurrently with such reduction, to increase or cause to be increased the principal amount denomination of the Rule 144A Global Note by the aggregate principal amount denomination of the beneficial interest in the Regulation S Global Note to be exchanged so transferred, and to credit or transferredcause to be credited to the account of the 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 Rule 144A Global Note having a denomination equal to the amount by which the denomination of the Regulation S Global Note was reduced upon such transfer.