Common use of Rule 144A Global Note to Certificated Note Clause in Contracts

Rule 144A Global Note to Certificated Note. If a Holder of a beneficial interest in a Rule 144A Global Note wishes at any time to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a Certificated Note, such Holder may, subject to the rules and procedures of the Depository, transfer or cause the transfer of such interest for an equivalent principal amount of one or more such Certificated Notes as described below. Upon receipt by the Purchase Money Notes Registrar of (A) instructions given in accordance with the Depository’s procedures from an Agent Member directing the Paying Agent to deliver one or more such Certificated Notes, designating the registered name or names, address, payment instructions, and principal amounts of the Certificated Notes to be executed and delivered (the aggregate outstanding principal amounts of such Certificated Notes being equal to the outstanding principal amount of the Rule 144A Global Note to be transferred), in Authorized Denominations and (B) a certificate in the form of Exhibit C-5 hereto given by the transferee of such beneficial interest, then the Purchase Money Notes Registrar shall instruct the Depository to reduce, or cause to be reduced, the applicable Rule 144A Global Note by the aggregate principal amount of the beneficial interest in such Rule 144A Global Note to be transferred and the Purchase Money Notes Registrar shall record the transfer in the Purchase Money Notes Register in accordance with Section 2.7(a) and authenticate and deliver one or more Certificated Notes registered in the names specified in the certificate described in clause (B) above in principal amounts designated by the transferee (the aggregate of such amounts being equal to the beneficial interest in the Rule 144A Global Notes to be transferred) and in Authorized Denominations. If a Holder of a beneficial interest in a Rule 144A Global Note wishes at any time to exchange such interest in a Rule 144A Global Note for one or more Certificated Notes, such Holder may exchange or cause the exchange of such interest for an equivalent principal amount of one or more such Certificated Notes as provided below. Upon receipt by the Purchase Money Notes Registrar of (A) instructions given in accordance with the Depository’s procedures from an Agent Member directing the Paying Agent to deliver one or more Certificated Notes, (B) a certificate in the form of Exhibit C-5 hereto given by the Holder of such beneficial interest and (C) written instructions from such Holder designating the registered name or names, address and payment instructions of such Holder and principal amounts of the applicable Certificated Notes to be executed and delivered to such Holder (the aggregate outstanding principal amounts of such Certificated Notes being the same as the beneficial interest in the Rule 144A Global Note to be exchanged), then the Purchase Money Notes Registrar shall instruct the Depository to reduce the Rule 144A Global Note by the outstanding principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, shall record the exchange in the Purchase Money Notes Register in accordance with Section 2.7(a) and authenticate and deliver one or more Certificated Notes registered as specified in the instructions described in clause (A) above, in Authorized Denominations.

Rule 144A Global Note to Certificated Note. If a Holder of a beneficial interest in a Rule 144A Global Note wishes at any time to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a Certificated Note, such Holder may, subject to the rules and procedures of the Depository, transfer or cause the transfer of such interest for an equivalent principal amount of one or more such Certificated Notes Note as described below. Upon receipt by the Purchase Money Notes Note Registrar of (A) instructions given in accordance with the Depository’s procedures from an Agent Member directing the Paying Agent to deliver one or more such Certificated NotesNote, designating the registered name or names, address, payment instructions, and principal amounts of the Certificated Notes Note to be executed and delivered (the aggregate outstanding principal amounts of such Certificated Notes Note being equal to the outstanding principal amount of the Rule 144A Global Note to be transferred), in Authorized Denominations and (B) a certificate in the form of Exhibit C-5 hereto given by the transferee of such beneficial interest, then the Purchase Money Notes Note Registrar shall instruct the Depository to reduce, or cause to be reduced, the applicable Rule 144A Global Note by the aggregate principal amount of the beneficial interest in such Rule 144A Global Note to be transferred and the Purchase Money Notes Note Registrar shall record the transfer in the Purchase Money Notes Note Register in accordance with Section 2.7(a) and authenticate and deliver one or more Certificated Notes Note registered in the names specified in the certificate described in clause (B) above in principal amounts designated by the transferee (the aggregate of such amounts being equal to the beneficial interest in the Rule 144A Global Notes Note to be transferred) and in Authorized Denominations. If a Holder of a beneficial interest in a Rule 144A Global Note wishes at any time to exchange such interest in a Rule 144A Global Note for one or more Certificated NotesNote, such Holder may exchange or cause the exchange of such interest for an equivalent principal amount of one or more such Certificated Notes Note as provided below. Upon receipt by the Purchase Money Notes Note Registrar of (A) instructions given in accordance with the Depository’s procedures from an Agent Member directing the Paying Agent to deliver one or more Certificated NotesNote, (B) a certificate in the form of Exhibit C-5 hereto given by the Holder of such beneficial interest and (C) written instructions from such Holder designating the registered name or names, address and payment instructions of such Holder and principal amounts of the applicable Certificated Notes Note to be executed and delivered to such Holder (the aggregate outstanding principal amounts of such Certificated Notes Note being the same as the beneficial interest in the Rule 144A Global Note to be exchanged), then the Purchase Money Notes Note Registrar shall instruct the Depository to reduce the Rule 144A Global Note by the outstanding principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, shall record the exchange in the Purchase Money Notes Note Register in accordance with Section 2.7(a) and authenticate and deliver one or more Certificated Notes Note registered as specified in the instructions described in clause (A) above, in Authorized Denominations.