Common use of Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note Clause in Contracts

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) a certification from the transferor in the form in Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto; and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceled. If the Global Note is not then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (iA) a certification from so long as the transferor Notes are Restricted Notes, certification, in the form set forth in Exhibit 2 for exchange or registration of transfers andB, as applicable, delivery of that such legal opinions, certifications and other information as may be requested pursuant theretoCertificated Note is being transferred to a QIB in accordance with Rule 144A; and (iiB) written instructions directing the Trustee to make, or to direct the Notes Custodian Registrar to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian Registrar to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianRegistrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged exchanged, and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceledcancelled. If the no Global Note is not Notes are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt written order of a the Company Orderin the form of an Officer’s Certificate, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) a certification from in the transferor case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit B hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an offshore transaction in reliance on Regulation S (and, as applicablein the case of this clause II, delivery the Issuer shall have received a transferor certificate for Regulation S transfers substantially in the form of such legal opinions, certifications and other information as may be requested pursuant theretoExhibit D hereto; and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depository to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in offshore transactions in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Issuer shall issue and the Trustee shall authenticateshall, upon receipt of an authentication order of the Issuer executed by an Officer, authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) a certification from in the transferor case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit B hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an offshore transaction in reliance on Regulation S (and, as applicablein the case of this clause II, delivery the Issuer shall have received a transferor certificate for Regulation S transfers substantially in the form of such legal opinions, certifications and other information as may be requested pursuant theretoExhibit D hereto; and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depositary to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depositary to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in offshore transactions in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Issuer shall issue and the Trustee shall authenticateshall, upon receipt of an authentication order of the Issuer executed by an Officer, authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) a certification from the transferor Holder thereof (in substantially the form of Exhibit A hereto) that such Certificated Note is being transferred to (A) a QIB in accordance with Rule 144A or (B) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act and, in the case of clause A, certification from the purchaser thereof in substantially the form in of Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant theretoA hereto; and (ii) written instructions from the Holder thereof directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such the Regulation S Global Note or the Restricted Global Note, as the case may be, to reflect an increase in the aggregate principal amount of the Notes represented by the such Global Note, such instructions to contain information regarding the Depository Depositary account (or in the case of the Regulation S Global Note only, the Euroclear or Cedel account) to be credited with such increase, ; then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianCustodian (including the rules of Euroclear and Cedel, if applicable), the aggregate principal amount of Notes represented by the Regulation S Global Note or the Restricted Global Note, as the case may be, to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the such Global Note equal to the principal amount of the Certificated Note so canceledcancelled. If the no applicable Global Note is not Notes are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt written order of a the Company Orderin the form of an Officers' Certificate, a new Regulation S Global Note or Restricted Global Note, as the case may be, in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) a certification from in the transferor case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit C hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an offshore transaction in reliance on Regulation S (and, as applicablein the case of this clause II, delivery the Issuer shall have received a transferor certificate for Regulation S transfers substantially in the form of Exhibit E hereto and, at the option of the Issuer, an Opinion of Counsel reasonably satisfactory to the Issuer to the effect that such legal opinions, certifications and other information as may be requested pursuant theretotransfer is in compliance with the Securities Act); and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depository to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in offshore transactions in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Issuer shall issue and the Trustee shall authenticateshall, upon receipt of a Company an Issuer Order, authenticate such a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) a certification from in the transferor case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit C hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an offshore transaction in reliance on Regulation S (and, as applicablein the case of this clause II, delivery the Issuer shall have received a transferor certificate for Regulation S transfers substantially in the form of such legal opinions, certifications and other information as may be requested pursuant theretoExhibit E hereto; and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depository to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in offshore transactions in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Issuer shall issue and the Trustee shall authenticateshall, upon receipt of an authentication order of the Issuer executed by an Officer, authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) certification, in a certification from form substantially similar to that attached hereto as Exhibit 2, that such Certificated Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B) being transferred after expiration of the transferor Distribution Compliance Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant theretothe Regulation S Global Note; and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall 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 or Regulation S Global Note, as applicable, equal to the principal amount of the Certificated Note so canceled. If the no Rule 144A Global Note is not Notes or Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Rule 144A Global Note or Regulation S Global Note, as applicable, in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) a certification from the transferor in the form in Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto; and (ii) with written instructions directing the Trustee to make, or to direct the Notes Custodian Registrar to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian Registrar to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianRegistrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged exchanged, and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceledcancelled. If the no Global Note is not Notes are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt written order of a the Company Orderin the form of an Officer’s Certificate, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) a certification from in the transferor case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form in of Exhibit 2 for exchange or registration of transfers C hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer, (II) and Institutional Accredited Investor (and, as applicablein the case of this clause (II), delivery the Company shall have received a transferee letter of representation substantially in the form of Exhibit Dhereto and, at the option of the Company, an Opinion of Counsel reasonably satisfactory to the Company to the effect that such legal opinionstransaction is in compliance with the Securities Act) or (III) in an offshore transaction in reliance on Regulation S (and, certifications and other information as may be requested pursuant theretoin the case of this clause III, the Company shall have received a transferor certificate for Regulation S transfers substantially in the form of Exhibit E hereto); and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depositary to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depositary to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in offshore transactions in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company shall issue and the Trustee shall authenticateshall, upon receipt of an authentication order in the form of an Officers' Certificate in accordance with Section 2.02, authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) certification, in a certification from form substantially similar to that attached hereto as Exhibit 2, that such Certificated Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B) being transferred after expiration of the transferor Distribution Compliance Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant theretothe Regulation S Global Note; and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall 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 or Regulation S Global Note, as applicable, equal to the principal amount of the Certificated Note so canceledcancelled. If the no Rule 144A Global Note is not Notes or Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Rule 144A Global Note or Regulation S Global Note, as applicable, in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trusteeregistrar, together with: (i) a certification from in the transferor case of Certificated Notes the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit G hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an “offshore transaction” in reliance on Regulation S (and, as applicablein the case of this clause II, delivery the Issuer shall have received a transferor certificate for Regulation S transfers substantially in the form of such legal opinions, certifications and other information as may be requested pursuant theretoExhibit H hereto); and (ii) written instructions from the Holder thereof directing the Trustee Registrar to make, or to direct the Notes Custodian Depositary to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depositary to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianRegistrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in “offshore transactions” in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Issuer shall issue and the Trustee shall authenticate, upon receipt of authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) a certification from the transferor in the form in Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto; and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceled. If the Global Note is not then outstanding, the Company Issuers shall issue and the Trustee shall authenticate, upon receipt of a Company an Issuers' Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trusteeregistrar, together with: (i) a certification from in the transferor case of Certificated Notes the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit E hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an “offshore transaction” in reliance on Regulation S (and, as applicablein the case of this clause II, delivery the Issuer shall have received a transferor certificate for Regulation S transfers substantially in the form of such legal opinions, certifications and other information as may be requested pursuant theretoExhibit G hereto); and (ii) written instructions from the Holder thereof directing the Trustee Registrar to make, or to direct the Notes Custodian Depositary to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depositary to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianRegistrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in “offshore transactions” in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Issuer shall issue and the Trustee shall authenticate, upon receipt of authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. (a) A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (iA) a certification from so long as the transferor Notes are Restricted Notes, certification, in the form set forth in Exhibit 2 for exchange or registration of transfers andD, as applicable, delivery of that such legal opinions, certifications and other information as may be requested pursuant theretoCertificated Note is being transferred to a QIB in accordance with Rule 144A; and (iiB) written instructions directing the Trustee to make, or to direct the Notes Custodian Registrar to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian Registrar to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianRegistrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged exchanged, and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceledcancelled. If the no Global Note is not Notes are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt written order of a the Company Orderin the form of an Officer’s Certificate, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar, together with: (i) a certification from in the transferor case of Certificated Notes the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit E hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an “offshore transaction” in reliance on Regulation S (and, as applicablein the case of this clause II, delivery the Issuer shall have received a transferor certificate for Regulation S transfers substantially in the form of such legal opinions, certifications and other information as may be requested pursuant theretoExhibit G hereto); and (ii) written instructions from the Holder thereof directing the Trustee Registrar to make, or to direct the Notes Custodian Depositary to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depositary to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianRegistrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in “offshore transactions” in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Issuer shall issue and the Trustee shall authenticate, upon receipt of authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements requirement set forth below. Upon receipt by the Trustee Security Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments a written instrument of transfer, transfer in form reasonably satisfactory to the TrusteeCompany and the Security Registrar, together with: (i) a certification from the transferor in the form in Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto; and (ii) with written instructions directing the Trustee Security Registrar to make, or to direct the Notes Custodian to make, make an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository Common Depositary account to be credited with such increase, then the Trustee Security Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, cause the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceled. If no Global Notes are then outstanding and the Global Note is has not then outstandingbeen previously exchanged for certificated securities pursuant to Section 2.6, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) if such Certificated Note is a Legended Note, certification that such Certificated Note is being transferred (w) to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act, (x) in a transaction meeting the requirements of Regulation S, (y) pursuant to an effective registration statement under the Securities Act or (z) in reliance on another exemption from the transferor registration requirements of the Securities Act or in a transaction exempt from the form registration requirements of the Securities Act, in Exhibit 2 for exchange or either case based on an Opinion of Counsel to the effect that such transfer does not require registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant theretounder the Securities Act; and (ii) whether or not such Certificated Note is a Legended Note, written instructions directing the Trustee to make, or to direct the Notes Custodian Global Note Holder to make, an adjustment endorsement on its books and records with respect to such the Global Note Notes to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, Notes; then the Trustee shall cancel such Certificated Note in accordance with Section 3.10 hereof and cause, or direct the Notes Custodian Global Note Holder to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianGlobal Note Holder, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceledaccordingly. If the no Global Note is not Notes are then outstandingOutstanding, the Company shall issue and the Trustee shall authenticateand, upon receipt of a Company Orderan authentication order in accordance with Section 3.03 hereof, the Trustee shall authenticate a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) a certification from in the transferor case of Certificated Notes the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit B hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an offshore transaction in reliance on Regulation S (and, as applicablein the case of this clause II, delivery the Company shall have received a transferor certificate for Regulation S transfers substantially in the form of Exhibit D hereto and, at the option of the Company, an Opinion of Counsel reasonably satisfactory to the Company to the effect that such legal opinions, certifications and other information as may be requested pursuant theretotransaction is in compliance with the Securities Act); and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depository to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in offshore transactions in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company shall issue and the Trustee shall authenticateshall, upon receipt of an Authentication Order in accordance with Section 2.02, authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) if such Certificated Note is a Legended Note, certification (in substantially the form of Exhibit B hereto) that such Certificated Note is being transferred (w) to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act, (x) in a transaction meeting the requirements of Regulation S, (y) pursuant to an effective registration statement under the Securities Act or (z) in reliance on another exemption from the transferor registration requirements of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act, in either case based on an Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act (in substantially the form in of Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant theretoC hereto); and (ii) whether or not such Certificated Note is a Legended Note, written instructions directing the Trustee to make, or to direct the Notes Custodian Global Note Holder to make, an adjustment endorsement on its books and records with respect to such the Global Note Notes to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, Notes; then the Trustee shall cancel such Certificated Note in accordance with Section 2.12 hereof and cause, or direct the Notes Custodian Global Note Holder to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianGlobal Note Holder, the aggregate principal amount of Notes represented by the Global Note Notes to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceledaccordingly. If the no Global Note is not then Notes are then-outstanding, the Company Issuers shall issue and the Trustee shall authenticateand, upon receipt of a Company Orderan authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) certification, in a certification from form substantially similar to that attached hereto as Exhibit 2, that such Certificated Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B) being transferred after expiration of the transferor Distribution Compliance Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant theretothe Permanent Regulation S Global Note; and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall 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 or Permanent Regulation S Global Note, as applicable, equal to the principal amount of the Certificated Note so canceled. If the no Rule 144A Global Note is not Notes or Permanent Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Rule 144 A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) a certification from in the transferor case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit C hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an offshore transaction in reliance on Regulation S (and, as applicablein the case of this clause II, delivery Case New Holland shall have received a transferor certificate for Regulation S transfers substantially in the form of Exhibit E hereto and, at the option of Case New Holland, an Opinion of Counsel reasonably satisfactory to Case New Holland to the effect that such legal opinions, certifications and other information as may be requested pursuant theretotransaction is in compliance with the Securities Act); and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depository to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in offshore transactions in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Case New Holland shall issue and the Trustee shall authenticateshall, upon receipt of an authentication order in the form of an Officers’ Certificate in accordance with Section 2.02, authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) a certification from in the transferor case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit C hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an offshore transaction in reliance on Regulation S (and, as applicablein the case of this clause II, delivery the Issuer shall have received a transferor certificate for Regulation S transfers substantially in the form of Exhibit E hereto and, at the option of the Issuer, an Opinion of Counsel reasonably satisfactory to the Issuer to the effect that such legal opinions, certifications and other information as may be requested pursuant theretotransaction is in compliance with the Securities Act); and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depository to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in offshore transactions in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Issuer shall issue and the Trustee shall authenticateshall, upon receipt of an authentication order in the form of an Officers’ Certificate in accordance with Section 2.02, authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) certification, in a certification from form substantially similar to that attached hereto as Exhibit 2, that such Certificated Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B) being transferred after expiration of the transferor Distribution Compliance Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant theretothe Permanent Regulation S Global Note; and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall 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 or Permanent Regulation S Global Note, as applicable, equal to the principal amount of the Certificated Note so canceled. If the no Rule 144A Global Note is not Notes or Permanent Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) a certification from the transferor in the form in Exhibit 2 to Appendix A for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto; and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceled. If the Global Note is not then outstandingOutstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar or co-Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the TrusteeRegistrar or co-Registrar, together with: (iA) a certification from in the transferor case of Certificated Notes, the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit C hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an offshore transaction in reliance on Regulation S (and, as applicablein the case of this clause II, delivery Case New Holland shall have received a transferor certificate for Regulation S transfers substantially in the form of Exhibit E hereto and, at the option of Case New Holland, an Opinion of Counsel reasonably satisfactory to Case New Holland to the effect that such legal opinions, certifications and other information as may be requested pursuant theretotransaction is in compliance with the Securities Act); and (iiB) written instructions from the Holder thereof directing the Trustee Registrar or co-Registrar to make, or to direct the Notes Custodian Depository to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar or co-Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes CustodianRegistrar or co-Registrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified In- stitutional Buyers or Persons acquiring Notes in offshore transactions in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Case New Holland shall issue and the Trustee shall authenticateshall, upon receipt of an authentication order in the form of an Officers’ Certificate in accordance with Section 2.02, authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Registrar of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trusteeregistrar, together with: (i) a certification from in the transferor case of Certificated Notes the offer and sale of which have not been registered under the Securities Act and which are presented for transfer prior to the Resale Restriction Termination Date, certification, substantially in the form of Exhibit C hereto, that such Certificated Note is being transferred (I) to a Qualified Institutional Buyer or (II) in Exhibit 2 for exchange or registration of transfers an “offshore transaction” in reliance on Regulation S (and, as applicablein the case of this clause II, delivery the Issuer shall have received a transferor certificate for Regulation S transfers substantially in the form of such legal opinions, certifications and other information as may be requested pursuant thereto; Exhibit D hereto): and (ii) written instructions from the Holder thereof directing the Trustee Registrar to make, or to direct the Notes Custodian Depositary to make, an adjustment endorsement on its books and records with respect to such the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee Registrar shall cancel such Certificated Note and cause, or direct the Notes Custodian Depositary to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Notes CustodianRegistrar, the aggregate principal amount of Notes represented by the applicable Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the accordingly. If no Global Note equal to representing Notes held by Qualified Institutional Buyers or Persons acquiring Notes in “offshore transactions” in reliance on Regulation S, as the principal amount of the Certificated Note so canceled. If the Global Note case may be, is not then outstanding, the Company Issuer shall issue and the Trustee shall authenticate, upon receipt of authenticate such a Company Order, a new Global Note in the appropriate principal amount.

Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: (i) a certification from the transferor in the form in Exhibit 2 for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto; and (ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceled. If the Global Note is not then outstanding, the Company Issuer shall issue and the Trustee shall authenticate, upon receipt of a Company an Issuer’s Order, a new Global Note in the appropriate principal amount.