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

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner of a beneficial interest in a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Regulation S Global Note as provided in this Section 2.06(a)(i). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from a Participant directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account of the Depositary and the Euroclear or Cedel account to be credited with such increase, and (3) a certificate in the form of EXHIBIT B-1 hereto given by the 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, to credit or cause to be credited to the account of the Person specified in such instructions, a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depositary (Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote for that Series and/or Class, such owner shallNote Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for an equivalent a beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)for that Series and/or Class. Upon the receipt by the Trustee Indenture Trustee, as Note Registrar, of (1A) instructions given in accordance with from the Applicable Procedures from a Participant Depository directing the Trustee Indenture Trustee, as Note Registrar, to credit or cause to be credited a beneficial interest in the a Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (2B) a written order given in accordance with the Applicable Procedures Depository’s procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of EXHIBIT B-1 Exhibit B-2 hereto given by the owner of such beneficial interest Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Indenture Trustee, as Note Registrar, shall instruct reduce the Depositary to reduce or cause to be reduced principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged exchanged, and shall instruct Euroclear or transferredClearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from Note for the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferredrelated Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depositary (Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote for that Series and/or Class, such owner shallNote Owner (or transferee), provided such Note Owner (or transferee) is not a “U.S. person” (as such term is defined in Regulation S), may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for an equivalent a beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)for that Series and/or Class. Upon the receipt by the Indenture Trustee of (1A) instructions given in accordance with from the Applicable Procedures from a Participant Depository directing the Indenture Trustee to credit or cause to be credited a beneficial interest in the a Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (2B) a written order given in accordance with the Applicable Procedures Depository’s procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of EXHIBIT B-1 Exhibit B-2 hereto given by the owner of such beneficial interest Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including the requirements that the Note Owner or its transferee is not a “U.S. person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Indenture Trustee and the Note Registrar, shall instruct reduce the Depositary to reduce or cause to be reduced principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged exchanged, and shall instruct Euroclear or transferredClearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from Note for the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferredrelated Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depositary (Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote for that Series and/or Class, such owner shallNote Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for an equivalent a beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)for that Series and/or Class. Upon the receipt by the Indenture Trustee of (1A) instructions given in accordance with from the Applicable Procedures from a Participant Depository directing the Indenture Trustee to credit or cause to be credited a beneficial interest in the a Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (2B) a written order given in accordance with the Applicable Procedures Depository’s procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of EXHIBIT B-1 Exhibit B-2 hereto given by the owner of such beneficial interest Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Indenture Trustee and the Note Registrar, shall instruct reduce the Depositary to reduce or cause to be reduced principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged exchanged, and shall instruct Euroclear or transferredClearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from Note for the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferredrelated Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner of a beneficial interest in a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Regulation S Global Note as provided in this Section 2.06(a)(i2.6(a)(i). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from a Participant directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account of the Depositary and the Euroclear or Cedel account to be credited with such increase, and (3) a certificate in the form of EXHIBIT B-1 hereto given by the 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, to credit or cause to be credited to the account of the Person specified in such instructions, a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a the Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) Depositary wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a the Regulation S Global Note, such owner shallmay, subject to the Applicable Proceduresrules and procedures of the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee principal Registrar of (1) instructions given in accordance with the Applicable Procedures Depositary's procedures from a Participant an Agent Member directing the Trustee principal Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged, (2) a written order given in accordance with the Applicable Procedures Depositary's procedures containing information regarding the Participant participant account of the Depositary and the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3) a certificate in the form of EXHIBIT B-1 Exhibit B attached hereto given by the owner 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation Sinterest, then the Trustee, as Registrar, principal Registrar shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, Note and to debit, debit or cause to be debited, debited from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a the Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) Depositary wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a the Regulation S Global Note, such owner shallmay, subject to the Applicable Proceduresrules and procedures of the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee principal Registrar of (1) instructions given in accordance with the Applicable Procedures Depositary's procedures from a Participant an Agent Member directing the Trustee principal Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged, (2) a written order given in accordance with the Applicable Procedures Depositary's procedures containing information regarding the Participant participant account of the Depositary and the Euroclear or Cedel account to be credited with such increase, increase and (3) a certificate in the form of EXHIBIT B-1 Exhibit B attached hereto given by the owner 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation Sinterest, then the Trustee, as Registrar, principal Registrar shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, Note and to debit, debit or cause to be debited, debited from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a the Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) Depositary wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a the Regulation S Global Note, such owner shallmay, subject to the Applicable Proceduresrules and procedures of the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)Notes. Upon receipt by the Trustee principal Registrar of (1) instructions given in accordance with the Applicable Procedures Depositary's procedures from a Participant an Agent Member directing the Trustee principal Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged, (2) a written order given in accordance with the Applicable Procedures Depositary's procedures containing information regarding the Participant participant account of the Depositary and the Euroclear or Cedel account to be credited with such increase, increase and (3) a certificate in the form of EXHIBIT B-1 Exhibit C attached hereto given by the owner 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation Sinterest, then the Trustee, as Registrar, principal Registrar shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, Note and to debit, debit or cause to be debited, debited from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, All or a portion of an owner of a beneficial interest in a Rule 144A Global Note deposited may be transferred to non-U.S. Persons in offshore transactions in reliance on Regulation S under the Securities Act represented by one or more global notes in definitive, fully registered form without interest coupons (each, a “Regulation S Global Note”) or exchanged for an interest in a Regulation S Global Note only in accordance with the Depositary applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the receipt by the Indenture Trustee of a Regulation S Transfer Certificate from the transferee (in the case of a transfer) or the Trustee as custodian holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is being made to a Person that is not a U.S. Person, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is not a U.S. Person, in an offshore transaction in accordance with Regulation S and only in a denomination greater than or equal to the Depositary) wishes to transfer its beneficial required minimum denomination for each account; provided that any remaining principal amount of the interest of the transferor or the holder making the exchange in such the Rule 144A Global Note will either equal zero or meet the required minimum denomination. Any interest in a Rule 144A Global Note that is transferred to a Person who is required or permitted to take taking delivery thereof in the form of an interest in a Regulation S Global Note, such owner Note shall, subject upon transfer, cease to the Applicable Procedures, exchange or cause the exchange of such interest for be an equivalent beneficial interest in a Regulation S such Rule 144A Global Note as provided in this Section 2.06(a)(i). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from a Participant directing the Trustee to credit or cause to be credited a beneficial and become an interest in the Regulation S Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to interests in an amount equal to the beneficial interest in the Rule 144A a Regulation S Global Note to for as long as it remains such an interest. Each Regulation S Global Note initially shall be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account of the Depositary and the Euroclear or Cedel account to be credited with such increaseissued, and until the Exchange Date (3as defined below) a certificate shall remain, in the form of EXHIBIT B-1 hereto given by the owner of such beneficial interest stating that the transfer of such interest has been made in compliance a temporary Regulation S Global Note, which shall be deposited with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Indenture Trustee, as Registrarcustodian for DTC, shall instruct and registered in the Depositary to reduce name of DTC or cause to be reduced its nominee for the aggregate principal amount at maturity respective accounts of Euroclear or Clearstream, as the case may be. On and after the first Business Day following the 40th day after the later of the applicable Rule 144A Global Note Closing Date and to increase or cause to be increased the aggregate principal amount at maturity commencement of the applicable offering of the Notes (the “Exchange Date”), beneficial interests in a temporary Regulation S Global Note by will be exchangeable for interests in one or more permanent Regulation S Global Notes upon written certification from DTC, together with copies of certificates substantially in the principal amount at maturity form of Exhibit F from Euroclear and Clearstream, certifying that they have received written certification substantially in the form of Exhibit G that the beneficial interests in 100% of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, to credit or cause to be credited to the account Outstanding Amount of the Person specified in such instructions, a beneficial interest in the temporary Regulation S Global Note equal (except to the reduction extent of any Noteholders who will take delivery of beneficial interests in the aggregate principal amount at maturity of the a Rule 144A Global Note, as contemplated by Section 2.14(a)(iv)) are owned by Persons who are not U.S. Persons. Each permanent Regulation S Global Note shall be deposited with the Indenture Trustee, as custodian for DTC, and registered in the name of DTC or its nominee for the respective accounts of Euroclear and Clearstream, as the case may be. Simultaneously with the authentication of the permanent Regulation S Global Notes, the Indenture Trustee shall cancel the temporary Regulation S Global Notes. The Outstanding Amount of a temporary or permanent Regulation S Global Note may from time to debittime be increased or decreased by adjustments made on the Note Register and the records of the Indenture Trustee (as custodian for DTC) and DTC, or cause its nominee, as herein provided, which adjustments shall be conclusive as to be debited, from the account Outstanding Amount of the Person making such exchange or transfer the beneficial interest in the Rule 144A Regulation S Global Note that is being exchanged or transferredNote.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a ------------------------------------------------- beneficial interest in a the Rule 144A Global Note deposited with wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Depositary (Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a such Regulation S Global Note, such owner shallholder may, subject to the Applicable Proceduresrules and procedures of DTC, Euroclear and Cedel, to the extent applicable, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in a such Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee Trustee, as transfer agent, at its office in The City of New York of (1) instructions given in accordance with the Applicable Procedures procedures of DTC, Euroclear and Cedel, to the extent applicable, from or on behalf of a Participant holder of a beneficial interest in the Rule 144A Global Note, directing the Trustee (via DWAC), as transfer agent, to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, (2) a written order given in accordance with the Applicable Procedures procedures of DTC, Euroclear or Cedel, to the extent applicable, containing information regarding the Participant account of the Depositary and the Euroclear or Cedel account to be credited with such increaseincrease and the name of such account, and (3) a certificate in the form of EXHIBIT B-1 hereto Exhibit C given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 of Regulation SS or Rule 144A under the Securities Act, then the Trustee, as Registrartransfer agent, shall instruct promptly deliver appropriate instructions (via DWAC) to DTC, its nominee, or the Depositary custodian for DTC, as the case may be, to reduce or cause to be reduced reflect on its records a reduction of the Rule 144A Global Note by the aggregate principal amount at maturity of the applicable beneficial interest in such Rule 144A Global Note to be so exchanged or transferred from the relevant participant, and the Trustee, as transfer agent, shall promptly deliver appropriate instructions (via DWAC) to DTC, its nominee, or the custodian for DTC, as the case may be, concurrently with such reduction, to increase or cause to be increased reflect on its records an increase of the aggregate principal amount at maturity of the applicable such Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructionsinstructions (who shall be the agent member of Euroclear or Cedel, or both, as the case may be) a beneficial interest in the such Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the such Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depositary (Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote for that Series and/or Class, such owner shallNote Owner (or transferee), provided such Note Owner (or transferee) is not a “U.S. person” (as such term is defined in Regulation S), may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for an equivalent a beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)for that Series and/or Class. Upon the receipt by the Indenture Trustee of (1A) instructions given in accordance with from the Applicable Procedures from a Participant Depository directing the Indenture Trustee to credit or cause to be credited a beneficial interest in the a Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (2B) a written order given in accordance with the Applicable Procedures Depository’s procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3C) a certificate (each a “Regulation S Note Transfer Certificate”), in the form of EXHIBIT B-1 Exhibit B-2 hereto given by the owner of such beneficial interest Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including the requirements that the Note Owner or its transferee is not a “U.S. person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Indenture Trustee and the Note Registrar, shall instruct reduce the Depositary to reduce or cause to be reduced principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged exchanged, and shall instruct Euroclear or transferredClearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from Note for the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferredrelated Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Depositary (corresponding Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a the corresponding Regulation S Global Note, such owner shallholder (provided that such holder or, in the case of a transfer, the transferee is not a “U.S. Person” (as defined in Regulation S)) may, subject to the Applicable Proceduresimmediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee Registrar of (1A) instructions given in accordance with the Applicable Procedures DTC’s procedures from a Participant an Agent Member directing the Trustee Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note Note, but not less than the Minimum Denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, (2B) a written order given in accordance with the Applicable Procedures DTC’s procedures containing information regarding the Participant participant account of the Depositary DTC and the Euroclear or Cedel Clearstream account to be credited with such increase, and (3C) a certificate in the form of EXHIBIT Exhibit B-1 attached hereto given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and Notes, including that the holder or the transferee, as applicable, is not a “U.S. Person” (as defined in accordance with Rule 903 or Rule 904 of Regulation S), and (D) a written certification in the form of Exhibit B-7 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a “U.S. Person” (as defined in Regulation S), then the Trustee, as Registrar, Registrar shall instruct approve the Depositary instructions at DTC to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions, instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner of a beneficial interest in a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Regulation S Global Note as provided in this Section 2.06(a)(i). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from a Participant an Agent Member directing the Trustee Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant participant account of the Depositary and the Euroclear or Cedel Bank account to be credited with such increase, increase and (3) a certificate in the form of EXHIBIT Exhibit B-1 hereto given by the 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a ------------------------------------------------- beneficial interest in a the Rule 144A Global Note deposited with wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Depositary (Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a such Regulation S Global Note, such owner shallholder may, subject to the Applicable Proceduresrules and procedures of the relevant Depositary, to the extent applicable, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in a such Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee Trustee, as transfer agent, of (1) instructions given in accordance with from the Applicable Procedures from a Participant relevant Depositary directing the Trustee Trustee, as transfer agent, to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, (2) a written order given in accordance with the Applicable Procedures procedures of the relevant Depositary, to the extent applicable, containing information regarding the Participant account of the with such Depositary and the Euroclear or Cedel account to be credited with such increaseincrease and the name of such account, and (3) a certificate in the form of EXHIBIT B-1 hereto Exhibit C given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 of Regulation SS or Rule 144A under the Securities Act, then the Trustee, as Registrartransfer agent, shall instruct promptly deliver appropriate instructions to the Depositary Depositary, its nominee, or the custodian for the Depositary, as the case may be, to reduce or cause to be reduced reflect on its records a reduction of the Rule 144A Global Note by the aggregate principal amount at maturity of the applicable beneficial interest in such Rule 144A Global Note to be so exchanged or transferred from the relevant participant, and the Trustee, as transfer agent, shall promptly deliver appropriate instructions to the Depositary, its nominee, or the custodian for the Depositary, as the case may be, concurrently with such reduction, to increase or cause to be increased reflect on its records an increase of the aggregate principal amount at maturity of the applicable such Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructionsinstructions (who shall be the agent member of Euroclear or Cedel, or both, as the case may be) a beneficial interest in the such Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the such Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depositary (Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote for that Series and/or Class, such owner shallNote Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for an equivalent a beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)for that Series and/or Class. Upon the receipt by the Trustee Indenture Trustee, of (1A) instructions given in accordance with from the Applicable Procedures from a Participant Depository directing the Trustee Indenture Trustee, to credit or cause to be credited a beneficial interest in the a Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (2B) a written order given in accordance with the Applicable Procedures Depository’s procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of EXHIBIT B-1 Exhibit B-2 hereto given by the owner of such beneficial interest Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Indenture Trustee and the Note Registrar, shall instruct reduce the Depositary to reduce or cause to be reduced principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged exchanged, and shall instruct Euroclear or transferredClearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from Note for the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferredrelated Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner of a beneficial interest in a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Regulation S Global Note as provided in this Section 2.06(a)(i2.3(a)(iii)(A). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from a Participant an Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant participant account of the Depositary and the Euroclear or Cedel Bank account to be credited with such increase, and (3) a certificate in the form of EXHIBIT B-1 Exhibit B-2 hereto given by the 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferredexchanged, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global Note, such owner shallholder may, subject to the Applicable Proceduresrules and procedures of DTC, exchange or cause the exchange transfer of such interest for an equivalent beneficial interest in a Regulation S Global Note as provided in this Section 2.06(a)(i)of the same Series and Class. Upon receipt by the Trustee Trustee, as Registrar, of (1) instructions given in accordance with the Applicable Procedures DTC’s procedures from a Participant an agent member directing the Trustee Registrar to credit or cause to be credited a beneficial interest in the a Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged or transferred, but not less than the minimum denomination applicable to such Notes, such instructions to contain information regarding the agent member’s account with DTC to be credited with such increase and information regarding the agent member’s account with DTC to be debited with such decrease, (2) a written order given in accordance with the Applicable Procedures DTC’s procedures containing information regarding the Participant agent member’s account with DTC and, in the case of the Depositary a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3) a certificate in the form of EXHIBIT B-1 Exhibit A-1 attached hereto given by the owner 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation SS under the Securities Act, then the Trustee, as Registrar, Trustee shall instruct the Depositary DTC to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable such Rule 144A Global Note by the aggregate Principal Amount of the beneficial interest in such Rule 144A Global Note to be so transferred and the Registrar shall instruct DTC, concurrently with such reduction, to increase or cause to be increased the aggregate principal amount at maturity Principal Amount of the applicable a Regulation S Global Note by the principal amount at maturity aggregate Principal Amount of the beneficial interest in the such Rule 144A Global Note to be exchanged or so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the a Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity Principal Amount of the Rule 144A 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 Rule 144A Global Note that is being exchanged or to be so transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a Rule 144A Global Note deposited with wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Depositary (Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer trans fer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a such Regulation S Global Note, such owner shallholder may, subject to the Applicable Proceduresrules and procedures of the Clearing Agency and the Common Depositary, to the extent applicable, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in a such Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee Registrar at its office in London, England of (1) instructions given in accordance with the Applicable Procedures procedures of the Clearing Agency and the Common Depositary, to the extent applicable, from or on behalf of a Participant holder of a beneficial interest in a Rule 144A Global Note, directing the Trustee Registrar, to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the a Rule 144A Global Note to be exchangedex changed or transferred, (2) a written order given in accordance with the Applicable Procedures procedures of the Clearing Agency and the Common Depositary, to the extent applicable, containing information regarding the Participant account of the Depositary and the Euroclear or Cedel account to be credited with such increaseincrease and the name of such account, and (3) a certificate in the form of EXHIBIT B-1 hereto Exhibit E given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 of Regulation SS or Rule 144(A) under the Securities Act, then the TrusteeRegistrar shall promptly deliver appropriate instructions to the Clearing Agency, as Registrar, shall instruct the Depositary to reduce or cause to be reduced reflect on its records a reduction of a Rule 144A Global Note by the aggregate principal amount at maturity of the applicable beneficial interest in such Rule 144A Global Note to be so exchanged or transferred from the relevant participant, and the Registrar shall promptly deliver appro priate instructions to the Common Depositary concurrently with such reduction, to increase or cause to be increased reflect on its records an increase of the aggregate principal amount at maturity of the applicable such Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions, instructions of a beneficial interest in the such Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the such Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a Rule 144A Global Note deposited with wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note of the Depositary (same Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote of the same Class, such owner shallholder may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee of Collateral Trustee, as Notes Registrar, of: (1A) instructions given in accordance with the Applicable Procedures Depository’s procedures from a Participant an Agent Member directing the Trustee Collateral Trustee, as Notes Registrar, to credit or cause to be credited a beneficial interest in the a Regulation S Global Note of the same Class in an amount equal to the beneficial interest in the such Rule 144A Global Note Note, in an Authorized Denomination, to be exchanged, exchanged or transferred, (2B) a written order given in accordance with the Applicable Procedures Depository’s procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of an exchange or transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, and and (3C) a certificate in the form of EXHIBIT B-1 hereto Transfer Certificate given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes including that the holder or the transferee, as applicable, is not a U.S. Person, and is obtaining such beneficial interest in a transaction pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Collateral Trustee, as Notes Registrar, shall instruct will confirm the Depositary instructions at the Depository to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the principal amount of the Regulation S Global Note of the same Class by the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global Note, such owner shallholder may, subject to the Applicable Proceduresrules and procedures of DTC, exchange or cause the exchange transfer of such interest for an equivalent beneficial interest in a Regulation S Global Note as provided in this Section 2.06(a)(i)of the same Series and Class. Upon receipt by the Trustee Trustee, as Registrar, of (1) instructions given in accordance with the Applicable Procedures DTC’s procedures from a Participant an agent member directing the Trustee Registrar to credit or cause to be credited a beneficial interest in the a Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged or transferred, but not less than the minimum denomination applicable to such Notes, such instructions to contain information regarding the agent member’s account with DTC to be credited with such increase and information regarding the agent member’s account with DTC to be debited with such decrease, (2) a written order given in accordance with the Applicable Procedures DTC’s procedures containing information regarding the Participant agent member’s account with DTC and, in the case of the Depositary a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3) a certificate in the form of EXHIBIT B-1 Exhibit A-1 attached hereto given by the owner 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation SS under the Securities Act, then the Trustee, as Registrar, Trustee shall instruct the Depositary DTC to reduce or cause to be reduced such Rule 144A Global Note by the aggregate principal amount at maturity of the applicable beneficial interest in such Rule 144A Global Note to be so transferred and the Registrar shall instruct DTC, concurrently with such reduction, to increase or cause to be increased the aggregate principal amount at maturity of the applicable a Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the such Rule 144A Global Note to be exchanged or so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the a Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or to be so transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a the Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) Depositary wishes at any time to transfer its beneficial interest in such Rule 144A Global Note in reliance on Regulation S to a Person who is required whose purchase or permitted to take delivery acceptance thereof in the form of an interest in would not qualify as a Regulation S Global Notetransaction exempt from registration requirements under 144A, such owner shallmay, subject to the Applicable Proceduresrules and procedures of the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee principal Registrar of (1) instructions given in accordance with the Applicable Procedures Depositary's procedures from a Participant an Agent Member directing the Trustee principal Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged, (2) a written (or electronic) order given in accordance with the Applicable Procedures Depositary's procedures containing information regarding the Participant participant account of the Depositary (and which may include the Euroclear or Cedel account Clearstream account) to be credited with such increase, increase and (3) a certificate in the form of EXHIBIT B-1 Exhibit B attached hereto given by the owner 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation Saccount interest, then the Trustee, as Registrar, principal Registrar shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, to credit or cause to be credited equal to the account of the Person specified in such instructions, a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, be exchanged or transferred and to debit, debit or cause to be debited, debited from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a Holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Depositary (corresponding Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a the corresponding Regulation S Global Note, such owner shallHolder may, provided such Holder is not or, in the case of a transfer, the transferee is not, a U.S. person and is acquiring such interest in an offshore transaction, subject to the Applicable Proceduresimmediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee or the Registrar of (1A) instructions given in accordance with the Applicable Procedures DTC’s procedures from a Participant an Agent Member directing the Trustee or the Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note Note, but not less than the minimum denomination applicable to such Holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, (2B) a written order given in accordance with the Applicable Procedures DTC’s procedures containing information regarding the Participant participant account of the Depositary DTC and the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3) a certificate in the form of EXHIBIT B-1 hereto given by the owner of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions C)the applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 of Regulation STransfer Certificate, then the Trustee, as Registrar, Trustee or the Registrar shall instruct approve the Depositary instructions at DTC to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions, instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depositary (Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote for that Series and/or Class, such owner shallNote Owner (or transferee), provided such Note Owner (or transferee) is not a “U.S. person” (as such term is defined in Regulation S), may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for an equivalent a beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)for that Series and/or Class. Upon the receipt by the Trustee Indenture Trustee, of (1A) instructions given in accordance with from the Applicable Procedures from a Participant Depository directing the Trustee Indenture Trustee, to credit or cause to be credited a beneficial interest in the a Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (2B) a written order given in accordance with the Applicable Procedures Depository’s procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of EXHIBIT B-1 Exhibit B-2 hereto given by the owner of such beneficial interest Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including the requirements that the Note Owner or its transferee is not a “U.S. person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Indenture Trustee and the Note Registrar, shall instruct reduce the Depositary to reduce or cause to be reduced principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged exchanged, and shall instruct Euroclear or transferredClearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from Note for the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferredrelated Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. IfSubject to the rules and procedures of DTC and this Section 2.5(e)(i), at any time, an owner holder of a beneficial interest in a Rule 144A Global Note deposited with DTC may at any time exchange its interest in such Rule 144A Global Note for an equivalent beneficial interest in the Depositary (corresponding Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take taking delivery thereof in the form of an equivalent beneficial interest in a the corresponding Regulation S Global Note; provided that such exchanging holder or transferee, such owner shallas applicable, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in is a Regulation S Global Note as provided in this Section 2.06(a)(i)Person that is not a U.S. person. Upon receipt by the Trustee Trustee, the Note Registrar and the Transfer Agent of (1A) instructions given in accordance with the Applicable Procedures DTC’s procedures from a Participant an Agent Member directing the Trustee Transfer Agent to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note Note, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, but not less than the Minimum Denomination applicable to such Class of Notes, (2B) a written order given in accordance with the Applicable Procedures DTC’s procedures containing information regarding the Participant participant account of the Depositary DTC and the Euroclear or Cedel Clearstream account to be credited with such increase, and (3C) a duly-executed certificate in the form of EXHIBIT Exhibit B-1 attached hereto given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including that the holder or the transferee, as applicable, is a Person that is not a U.S. person and pursuant to is purchasing such beneficial interest in reliance on Regulation S, and (D) a written certification in accordance with Rule 903 or Rule 904 the form of Exhibit B-5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Person that is not a U.S. person and is purchasing such beneficial interest in an offshore transaction in reliance on Regulation S, then the TrusteeTransfer Agent shall approve the instructions at DTC to reduce, as Registrar, shall instruct the Depositary to reduce or cause to be reduced reduced, the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase increase, or cause to be increased increased, the aggregate principal amount at maturity of the applicable corresponding Regulation S Global Note by the aggregate principal amount at maturity amountAggregate Principal Balance of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions, instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the such Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depositary (Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote for that Series and/or Class, such owner shallNote Owner (or transferee), provided such Note Owner (or transferee) is not a “U.S. person” (as such term is defined in Regulation S), may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for an equivalent a beneficial interest in a the applicable Regulation S Global Note as provided in this Section 2.06(a)(i)for that Series and/or Class. Upon the receipt by the Trustee Indenture Trustee, of (1A) instructions given in accordance with from the Applicable Procedures from a Participant Depository directing the Trustee Indenture Trustee, to credit or cause to be credited a beneficial interest in the applicable Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (2B) a written order given in accordance with the Applicable Procedures Depository’s procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of EXHIBIT B-1 Exhibit B-2 hereto given by the owner of such beneficial interest Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including the requirements that the Note Owner or its transferee is not a “U.S. person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Indenture Trustee and the Note Registrar, shall instruct reduce the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note for the related Series and/or Class and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged exchanged, and shall instruct Euroclear or transferredClearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the applicable Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from Note for the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferredrelated Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a Holder of a beneficial interest in a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes to transfer all or a part of its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global Note, such owner shallHolder may, subject to the Applicable Proceduresterms hereof and the rules and procedures of Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Regulation S Global Note as provided in this Section 2.06(a)(i)of the same Class. Upon receipt by the Trustee Trustee, as Notes Registrar, of (1A) instructions given in accordance with from Euroclear, Clearstream, Luxembourg or the Applicable Procedures from a Participant Depository, as the case may be, directing the Trustee Trustee, as Notes Registrar, to credit or cause to be credited a beneficial interest in the such Regulation S Global Note in to be increased by an amount equal to the beneficial interest in such Rule 144A Global Note but not less than the minimum denomination applicable to the related Class of Notes to be exchanged, and (B) a certificate substantially in the form of Exhibit B-2 hereto given by the prospective transferee of such beneficial interest and stating, among other things, that such transferee acquiring such interest in a Regulation S Global Note is a not a U.S. Person and that such transfer is being made pursuant to Rule 903 or 904 under Regulation S, then Euroclear, Clearstream, Luxembourg or the Trustee, as Notes Registrar, as the case may be, shall approve the instruction at the Depository to reduce such Rule 144A Global Note by the aggregate principal amount of the interest in such Rule 144A Global Note to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account of the Depositary transferred and the Euroclear or Cedel account to be credited with such increase, and (3) a certificate in the form of EXHIBIT B-1 hereto given by the 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, to credit or cause to be credited to the account of the Person specified in such instructions, a beneficial interest in the Regulation S Global Note specified in such instructions by an Aggregate Outstanding Amount equal to the such reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a the Rule 144A Global Note deposited with the Depositary (wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a the Regulation S Global Note, such owner shallholder may, subject to the Applicable Proceduresrules and procedures of the Depositary, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee Trustee, as Registrar, at its Corporate Trust Office of (1) instructions given in accordance with the Applicable Procedures Depositary’s procedures from a Participant the Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged, exchanged or transferred and (2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account of the Depositary and the Euroclear or Cedel account to be credited with such increase, and (3) a certificate in the form of EXHIBIT B-1 Exhibit B attached hereto given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and (A) pursuant to and in accordance with Regulation S or (B) that the Note being exchanged or transferred is not a “restricted security” as defined in Rule 903 or Rule 904 of Regulation S144, then the Trustee, as Registrar, shall instruct in accordance with the Depositary to Depositary’s DWAC procedure reduce or cause to be reduced the Rule 144A Global Note by the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred and the Trustee, as Registrar, shall instruct the Common Depositary for Euroclear or Clearstream, concurrently with such reduction, to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. IfSubject to the rules and procedures of DTC and this Section 2.5(e)(i), at any time, an owner holder of a beneficial interest in a Rule 144A Global Note deposited with DTC may at any time exchange its interest in such Rule 144A Global Note for an equivalent beneficial interest in the Depositary (corresponding Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take taking delivery thereof in the form of an equivalent beneficial interest in a the corresponding Regulation S Global Note; provided that such exchanging holder or transferee, such owner shallas applicable, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in is a Regulation S Global Note as provided in this Section 2.06(a)(i)Person that is not a U.S. person. Upon receipt by the Trustee Trustee, the Note Registrar and the Transfer Agent of (1A) instructions given in accordance with the Applicable Procedures DTC’s procedures from a Participant an Agent Member directing the Trustee Transfer Agent to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note Note, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, but not less than the Minimum Denomination applicable to such Class of Notes, (2B) a written order given in accordance with the Applicable Procedures DTC’s procedures containing information regarding the Participant participant account of the Depositary DTC and the Euroclear or Cedel Clearstream account to be credited with such increase, and (3C) a duly-executed certificate in the form of EXHIBIT Exhibit B-1 attached hereto given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including that the holder or the transferee, as applicable, is a Person that is not a U.S. person and pursuant to is purchasing such beneficial interest in reliance on Regulation S, and (D) a written certification in accordance with Rule 903 or Rule 904 the form of Exhibit B-5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Person that is not a U.S. person and is purchasing such beneficial interest in an offshore transaction in reliance on Regulation S, then the TrusteeTransfer Agent shall approve the instructions at DTC to reduce, as Registrar, shall instruct the Depositary to reduce or cause to be reduced reduced, the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase increase, or cause to be increased increased, the aggregate principal amount at maturity of the applicable corresponding Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions, instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the such Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. IfSubject to the rules and procedures of DTC and this Section 2.5(e)(i), at any time, an owner holder of a beneficial interest in a Rule 144A Global Note deposited with DTC may at any time exchange its interest in such Rule 144A Global Note for an equivalent beneficial interest in the Depositary (corresponding Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take taking delivery thereof in the form of an equivalent beneficial interest in a the corresponding Regulation S Global Note; provided that such exchanging holder or transferee, such owner shallas applicable, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in is a Regulation S Global Note as provided in this Section 2.06(a)(i)Person that is not a U.S. Person. Upon receipt by the Trustee Trustee, the Note Registrar and the Transfer Agent of (1A) instructions given in accordance with the Applicable Procedures DTC’s procedures from a Participant an Agent Member directing the Trustee Transfer Agent to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note Note, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, but not less than the Minimum Denomination applicable to such Class of Notes, (2B) a written order given in accordance with the Applicable Procedures DTC’s procedures containing information regarding the Participant participant account of the Depositary DTC and the Euroclear or Cedel Clearstream account to be credited with such increase, and (3C) a duly-executed certificate in the form of EXHIBIT Exhibit B-1 attached hereto given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including that the holder or the transferee, as applicable, is a Person that is not a U.S. Person and pursuant to is purchasing such beneficial interest in reliance on Regulation S, and (D) a written certification in accordance with Rule 903 or Rule 904 the form of Exhibit B-5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Person that is not a U.S. Person and is purchasing such beneficial interest outside the United States in reliance on Regulation S, then the TrusteeTransfer Agent shall approve the instructions at DTC to reduce, as Registrar, shall instruct the Depositary to reduce or cause to be reduced reduced, the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase increase, or cause to be increased increased, the aggregate principal amount at maturity of the applicable corresponding Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions, instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the such Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. IfIt, at any time, an owner of a beneficial interest in a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Regulation S Global Note as provided in this Section 2.06(a)(i2.6(a)(i). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from a Participant directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account of the Depositary and the Euroclear or Cedel account to be credited with such increase, and (3) a certificate in the form of EXHIBIT Exhibit B-1 hereto given by the 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 pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, to credit or cause to be credited to the account of the Person specified in such instructions, a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depositary (Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote for that Series and/or Class, such owner shallNote Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for an equivalent a beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)for that Series and/or Class. Upon the receipt by the Indenture Trustee of (1A) instructions given in accordance with from the Applicable Procedures from a Participant Depository directing the Indenture Trustee to credit or cause to be credited a beneficial interest in the a Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged but not less than the minimum denomination applicable to the owner's Notes held through a Regulation S Global Note, (2B) a written order given in accordance with the Applicable Procedures Depository's procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of EXHIBIT B-1 Exhibit B-2 hereto given by the owner of such beneficial interest Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Indenture Trustee and the Note Registrar, shall instruct reduce the Depositary to reduce or cause to be reduced principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged exchanged, and shall instruct Euroclear or transferredClearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from Note for the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferredrelated Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a Rule 144A Global Note deposited with wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Depositary (Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a such Regulation S Global Note, such owner shallholder may, subject to the Applicable Proceduresrules and procedures of the Clearing Agency and the Common Depositary, to the extent applicable, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in a such Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee Registrar at its office in New York City of (1) instructions given in accordance with the Applicable Procedures procedures of the Clearing Agency and the Common Depositary, to the extent applicable, from or on behalf of a Participant holder of a beneficial interest in a Rule 144A Global Note, directing the Trustee Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the a Rule 144A Global Note to be exchangedexchanged or transferred, (2) a written order given in accordance with the Applicable Procedures procedures of the Clearing Agency and the Common Depositary, to the extent applicable, containing information regarding the Participant account of the Depositary and the Euroclear or Cedel account to be credited with such increaseincrease and the name of such account, and (3) a certificate in the form of EXHIBIT B-1 hereto Exhibit E given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 of Regulation SS or Rule 144(A) under the Securities Act, then the TrusteeRegistrar shall promptly deliver appropriate instructions to the Clearing Agency, as Registrar, shall instruct the Depositary to reduce or cause to be reduced reflect on its records a reduction of a Rule 144A Global Note by the aggregate principal amount at maturity of the applicable beneficial interest in such Rule 144A Global Note to be so exchanged or transferred from the relevant participant, and the Registrar shall promptly deliver appropriate instructions to the Common Depositary concurrently with such reduction, to increase or cause to be increased reflect on its records an increase of the aggregate principal amount at maturity of the applicable such Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions, instructions of a beneficial interest in the such Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the such Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Depositary (corresponding Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a the corresponding Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner shallof which is a Qualified Purchaser) that is not a U.S. Person and is acquiring such interest in an offshore transaction) may, subject to the Applicable Proceduresimmediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee Registrar of (1a) instructions given in accordance with the Applicable Procedures DTC’s procedures from a Participant an Agent Member directing the Trustee Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note Note, but not less than the Minimum Denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, (2b) a written order given in accordance with the Applicable Procedures DTC’s procedures containing information regarding the Participant participant account of the Depositary DTC and the Euroclear or Cedel Clearstream account to be credited with such increase, and (3c) a certificate in the form of EXHIBIT Exhibit B-1 attached hereto given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including that the holder or the transferee, as applicable, is a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) that is not a U.S. Person and pursuant to is acquiring such interest in an offshore transaction, and (d) a written certification in accordance with Rule 903 the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Purchaser (or Rule 904 a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of Regulation Swhich is a Qualified Purchaser) that is not a U.S. Person and is acquiring such interest in an offshore transaction, then the Trustee, as Registrar, Registrar shall instruct approve the Depositary instructions at DTC to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions, instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a Rule 144A Global Note deposited with wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note of the Depositary (same Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote of the same Class, such owner shallholder may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee of Trustee, as Notes Registrar, of: (1A) instructions given in accordance with the Applicable Procedures Depository's procedures from a Participant an Agent Member directing the Trustee Trustee, as Notes Registrar, to credit or cause to be credited a beneficial interest in the a Regulation S Global Note of the same Class in an amount equal to the beneficial interest in the such Rule 144A Global Note Note, in an Authorized Denomination, to be exchanged, exchanged or transferred, (2B) a written order given in accordance with the Applicable Procedures Depository's procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of an exchange or transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, and and (3C) a certificate in the form of EXHIBIT B-1 hereto Transfer Certificate given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes including that the holder or the transferee, as applicable, is not a U.S. Person, and is obtaining such beneficial interest in a transaction pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee, as Notes Registrar, shall instruct will confirm the Depositary instructions at the Depository to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the principal amount of the Regulation S Global Note of the same Class by the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depositary (Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a Regulation S Global NoteNote for that Series and/or Class, such owner shallNote Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, may, subject to the Applicable Proceduresrules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for an equivalent a beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)for that Series and/or Class. Upon the receipt by the Trustee Indenture Trustee, as Note Registrar, of (1A) instructions given in accordance with from the Applicable Procedures from a Participant Depository directing the Trustee Indenture Trustee, as Note Registrar, to credit or cause to be credited a beneficial interest in the a Regulation S Global Note in an amount equal to the beneficial interest in the such Rule 144A Global Note to be exchangedexchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (2B) a written order given in accordance with the Applicable Procedures Depository’s procedures containing information regarding the Participant participant account of the Depositary Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Cedel Clearstream account to be credited with such increase, increase and (3C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of EXHIBIT B-1 Exhibit B-2 hereto given by the owner of such beneficial interest Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Indenture Trustee, as Note Registrar, shall instruct reduce the Depositary to reduce or cause to be reduced principal amount of the Rule 144A Global Note 104 for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged exchanged, and shall instruct Euroclear or transferredClearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from Note for the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferredrelated Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a Holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Depositary (corresponding Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a the corresponding Regulation S Global Note, such owner shallHolder, provided such Holder or, in the case of a transfer, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction, may, subject to the Applicable Proceduresimmediately succeeding sentence and the rules and procedures of DTC, Euroclear and/or Clearstream, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee or the Registrar of (1A) instructions given in accordance with the Applicable Procedures DTC’s, Euroclear’s and/or Clearstream’s procedures from a Participant an Agent Member directing the Trustee or the Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note Note, but not less than the minimum denomination applicable to such Holder’s Class A Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, (2B) a written order given in accordance with the Applicable Procedures DTC’s, Euroclear’s and/or Clearstream’s procedures containing information regarding the Participant participant account of the Depositary DTC and the Euroclear or Cedel Clearstream account to be credited with such increase, and (3C) a certificate in the form of EXHIBIT B-1 Exhibit B1 attached hereto given by the owner Holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Rule 144A Global Notes including that the Holder or the transferee, as applicable, is not a U.S. person, and in an offshore transaction pursuant to and in accordance with Rule 903 or Rule 904 Regulation S and (D) a written certification in the form of Exhibit B5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a non-U.S. person purchasing such beneficial interest in an offshore transaction pursuant to Regulation S, then the TrusteeTrustee or the Registrar shall approve the instructions at DTC, as Registrar, shall instruct the Depositary Euroclear and/or Clearstream to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions, instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a the Rule 144A Global Note deposited with the Depositary (wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a the Regulation S Global Note, such owner shallholder may, subject to the Applicable Proceduresrules and procedures of the Depositary, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in a the Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee Trustee, as Registrar, at its Corporate Trust Office of (1) instructions given in accordance with the Applicable Procedures Depositary's procedures from a Participant the Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged, exchanged or transferred and (2) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account of the Depositary and the Euroclear or Cedel account to be credited with such increase, and (3) a certificate in the form of EXHIBIT B-1 Exhibit B attached hereto given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and (A) pursuant to and in accordance with Regulation S or (B) that the Note being exchanged or transferred is not a "restricted security" as defined in Rule 903 or Rule 904 of Regulation S144, then the Trustee, as Registrar, shall instruct in accordance with the Depositary to Depositary's DWAC procedure reduce or cause to be reduced the Rule 144A Global Note by the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred and the Trustee, as Registrar, shall instruct the Common Depositary for Euroclear or Clearstream, concurrently with such reduction, to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions, instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If, at any time, an owner If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Depositary (corresponding Regulation S Global Note, or the Trustee as custodian for the Depositary) wishes to transfer its beneficial interest in such Rule 144A Global Note to a Person who is required or permitted wishes to take delivery thereof in the form of an interest in a the corresponding Regulation S Global Note, such owner shallholder (provided that such holder or, in the case of a transfer, the transferee is not a “U.S. Person” (as defined in Regulation S) and is a Qualified Purchaser) may, subject to the Applicable Proceduresimmediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in a the corresponding Regulation S Global Note as provided in this Section 2.06(a)(i)Note. Upon receipt by the Trustee Registrar of (1Aa) instructions given in accordance with the Applicable Procedures DTC’s procedures from a Participant an Agent Member directing the Trustee Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note Note, but not less than the Minimum Denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, (2Bb) a written order given in accordance with the Applicable Procedures DTC’s procedures containing information regarding the Participant participant account of the Depositary DTC and the Euroclear or Cedel Clearstream account to be credited with such increase, and (3C)c) a certificate in the form of EXHIBIT Exhibit B-1 attached hereto given by the owner holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and Notes, including that the holder or the transferee, as applicable, is not a “U.S. Person” (as defined in accordance with Rule 903 or Rule 904 of Regulation S), and (Dd) a written certification in the form of Exhibit B-7-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a “U.S. Person” (as defined in Regulation S) and is a Qualified Purchaser, then the Trustee, as Registrar, Registrar shall instruct approve the Depositary instructions at DTC to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions, instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A 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 Rule 144A Global Note that is being exchanged or transferred.