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 an owner of a beneficial interest in the Rule 144A Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Rule 144A Global Note to a Person who is required to take delivery thereof in the form of an interest in the Regulation S Global Note, such owner may, subject to the rules and procedures of the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Regulation S Global Note. Upon receipt by the principal Registrar of (1) instructions given in accordance with the Depositary's procedures from an Agent Member directing the 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 Depositary's 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 attached hereto given by the Holder of such beneficial interest, then the principal Registrar shall instruct the Depositary to reduce or cause to be reduced the Accreted Value of the Rule 144A Global Note and to increase or cause to be increased the Accreted Value of the Regulation S Global Note by the aggregate Accreted Value 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 a beneficial interest in the Regulation S Global Note equal to the reduction in the Accreted Value 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 an owner of a beneficial interest in the Rule 144A Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Rule 144A Global Note to a Person who is required to take delivery thereof in the form of an interest in the Regulation S Global Note, such owner may, subject to the rules and procedures of the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Regulation S Global NoteNotes. Upon receipt by the principal Registrar of (1) instructions given in accordance with the Depositary's procedures from an Agent Member directing the 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 Depositary's 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 C attached hereto given by the Holder of such beneficial interest, then the principal Registrar shall instruct the Depositary to reduce or cause to be reduced the Accreted Value principal amount of the Rule 144A Global Note and to increase or cause to be increased the Accreted Value principal amount of the Regulation S Global Note by the aggregate Accreted Value principal amount 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 a beneficial interest in the Regulation S Global Note equal to the reduction in the Accreted Value 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 transferred.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in the Rule 144A Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Rule 144A Global Note to a Person who is required to take delivery thereof in the form of an interest in the Regulation S Global Note, such owner may, subject to the rules and procedures of the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Regulation S Global NoteNotes. Upon receipt by the principal Registrar of (1) instructions given in accordance with the Depositary's procedures from an Agent Member directing the 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 Depositary's 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 C attached hereto given by the Holder of such beneficial interest, then the principal Registrar shall instruct the Depositary to reduce or cause to be reduced the Accreted Value principal amount at maturity of the Rule 144A Global Note and to increase or cause to be increased the Accreted Value principal amount at maturity of the Regulation S Global Note by the aggregate Accreted Value 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 a beneficial interest Interest in the Regulation S Global Note equal to the reduction in the Accreted Value 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 If, at any time, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary Note Custodian) 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 the a Regulation S Global Note, such owner mayshall, subject to the rules and procedures of the DepositaryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the principal Registrar Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member a Participant directing the principal Registrar 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 Depositary's procedures Applicable 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 attached EXHIBIT B-1 hereto given by the Holder owner of such beneficial interestinterest 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 principal Registrar Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the Accreted Value aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate Accreted Value 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 Accreted Value 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 If, at any time on or prior to the termination of the Restricted Period, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary or the Trustee as custodian Custodian for the Depositary wishes at any time to transfer its interest in such Rule 144A Global Note to a Person person who is required or permitted to take delivery thereof in the form of an interest in the a Regulation S Global Note, such owner mayshall, subject to the rules and procedures of the DepositaryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.6(a)(ii). Upon receipt by the principal Registrar Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member directing the principal Registrar 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 Depositary's procedures 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 attached hereto --------- given by the Holder owner of such beneficial interestinterest 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 principal Registrar Trustee shall instruct the Depositary to reduce or cause to be reduced the Accreted Value aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate Accreted Value 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 transferredexchanged, to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the Accreted Value aggregate principal amount at maturity of the Rule 144A Global Note Note, and to debit or cause to be debited from the account of the Person 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 an owner of a beneficial interest in the Rule 144A Global Note deposited with the Depositary or the Trustee Trustee, as custodian for the Depositary Depositary, wishes at any time to transfer its interest in such Rule 144A Global Note to a Person who is required to take delivery thereof in the form of an interest in the Regulation S Global Note, such owner may, subject to the rules and procedures of the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Regulation S Global NoteNotes. Upon receipt by the principal Registrar of (1) instructions given in accordance with the Depositary's procedures from an Agent Member directing the 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 a Rule 144A Global Note to be exchanged, (2) a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and the Euroclear or Cedel Clearstream account to be credited with such increase and (3) a certificate in the form of Exhibit B C attached hereto given by the Holder of such beneficial interest, then the principal Registrar shall instruct the Depositary to reduce or cause to be reduced the Accreted Value principal amount of the Rule 144A Global Note and to increase or cause to be increased the Accreted Value principal amount of the Regulation S Global Note by the aggregate Accreted Value principal amount 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 a beneficial interest in the Regulation S Global Note equal to the reduction in the Accreted Value 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 transferred.

Rule 144A Global Note to Regulation S Global Note. If If, at any time, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary Depository (or the Trustee as custodian for the Depositary Note Custodian) wishes at any time to transfer its 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 the a Regulation S Global Note, such owner mayshall, subject to the rules and procedures of the DepositaryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the principal Registrar Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member directing the principal Registrar 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 applicable Rule 144A Global Note to be exchanged, (2) a written order given in accordance with the Depositary's procedures Applicable Procedures containing information regarding the participant account of the Depositary Depository and the Euroclear or Cedel Bank account to be credited with such increase increase, and (3) a certificate in the form of Exhibit B attached B-1 hereto given by the Holder owner of such beneficial interestinterest 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 principal Registrar Trustee, as Registrar, shall instruct the Depositary Depository to reduce or cause to be reduced the Accreted Value aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate Accreted Value 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 transferredexchanged, 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 Accreted Value aggregate principal amount at maturity of the applicable 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 If, at any time, an owner of a beneficial interest in the a 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 the a Regulation S Global Note, such owner mayshall, subject to the rules and procedures of the DepositaryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the principal Registrar Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member a Participant directing the principal Registrar 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 Depositary's procedures Applicable 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 attached B-1 hereto given by the Holder ----------- owner of such beneficial interestinterest 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 principal Registrar Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the Accreted Value aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate Accreted Value 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 Accreted Value 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 If, at any time, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary Securities Depository (or the Indenture Trustee as custodian for the Depositary Securities Depository) wishes at any time to transfer its interest in such Rule 144A Global Note to a Person person who is required or permitted KL2 3395391.6 to take delivery thereof in the form of an interest in the a Regulation S Global Note, such owner mayshall, subject to compliance with the rules and applicable procedures of described herein (the Depositary"Applicable Procedures"), exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.08(a)(i). Upon receipt by the principal Registrar Indenture Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member directing the principal Registrar Indenture 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 Depositary's procedures Applicable Procedures containing information regarding the participant account of the Depositary Securities Depository and the Euroclear or Cedel Clearstream account to be credited with such increase increase, and (3) a certificate in the form of Exhibit B attached B-1 hereto given by the Holder Note Owner of such beneficial interestinterest 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 principal Registrar Indenture Trustee, as Note Registrar, shall instruct the Depositary Securities Depository to reduce or cause to be reduced the Accreted Value initial Outstanding Note Balance of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value initial Outstanding Note Balance of the applicable Regulation S Global Note by the aggregate Accreted Value initial principal amount 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 transferredexchanged, to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the Accreted Value initial Outstanding Note Balance of the Rule 144A Global Note Note, and to debit debit, or cause to be debited debited, from the account of the Person 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 If, at any time, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary Note Custodian) 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 the a Regulation S Global Note, such owner mayshall, subject to the rules and procedures of the DepositaryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the principal Registrar Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member a Participant directing the principal Registrar 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 Depositary's procedures Applicable 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 attached EXHIBIT B-1 hereto given by the Holder owner of such ----------- beneficial interestinterest 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 principal Registrar Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the Accreted Value aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate Accreted Value 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 Accreted Value 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 If, at any time, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary Note Custodian) 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 the a Regulation S Global Note, such owner mayshall, subject to the rules and procedures of the DepositaryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the principal Registrar Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member a Participant directing the principal Registrar 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 Depositary's procedures Applicable 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 attached B-1 hereto given by the Holder owner of such beneficial interestinterest 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 principal Registrar Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the Accreted Value aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate Accreted Value 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 Accreted Value 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 If, at any time, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary Depositary) wishes at any time to transfer its 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 the a Regulation S Global Note, such owner mayshall, subject to the rules and procedures of the DepositaryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the principal Registrar Trustee of (1) written instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member directing the principal Registrar 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 Depositary's procedures 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 attached B-1 hereto given by the Holder owner of such beneficial interestinterest 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 principal Registrar Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the Accreted Value aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate Accreted Value 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 transferredexchanged, 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 Accreted Value 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 an owner of a beneficial interest in the Rule 144A Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Rule 144A Global Note to a Person who is required to take delivery thereof in the form of an interest in the Regulation S Global Note, such owner may, subject to the rules and procedures of the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Regulation S Global NoteNotes. Upon receipt by the principal Registrar of (1) instructions given in accordance with the Depositary's procedures from an Agent Member directing the 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 Depositary's 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 C attached hereto given by the Holder of such beneficial interest, then the principal Registrar shall instruct the Depositary to reduce or cause to be reduced the Accreted Value principal amount of the Rule 144A Global Note and to increase or cause to be increased the Accreted Value principal amount of the Regulation S Global Note by the aggregate Accreted Value principal amount 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 a beneficial interest Interest in the Regulation S Global Note equal to the reduction in the Accreted Value 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 transferred.

Rule 144A Global Note to Regulation S Global Note. If If, at any time, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary Securities Depository (or the Indenture Trustee as custodian for the Depositary Securities Depository) wishes at any time to transfer its interest in such Rule 144A Global Note to a Person person who is required or permitted to take delivery thereof in the form of an interest in the a Regulation S Global Note, such owner mayshall, subject to compliance with the rules and applicable procedures of described herein (the Depositary"Applicable Procedures"), exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.08(a)(i). Upon receipt by the principal Registrar Indenture Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member directing the principal Registrar Indenture 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 Depositary's procedures Applicable Procedures containing information regarding the participant account of the Depositary Securities Depository and the Euroclear or Cedel Clearstream account to be credited with such increase increase, and (3) a certificate in the form of Exhibit B attached B-1 hereto given by the Holder Note Owner of such beneficial interestinterest 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 principal Registrar Indenture Trustee, as Note Registrar, shall instruct the Depositary Securities Depository to reduce or cause to be reduced the Accreted Value initial Outstanding Note Balance of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value initial Outstanding Note Balance of the applicable Regulation S Global Note by the aggregate Accreted Value initial principal amount 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 transferredexchanged, to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the Accreted Value initial Outstanding Note Balance of the Rule 144A Global Note Note, and to debit debit, or cause to be debited debited, from the account of the Person 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 If, at any time, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary Depositary) wishes at any time to transfer its 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 the a Regulation S Global Note, such owner mayshall, subject to the rules and procedures of the DepositaryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.6(a)(i). Upon receipt by the principal Registrar Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member directing the principal Registrar 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 Depositary's procedures Applicable Procedures containing information regarding the 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 attached B-2 hereto given by the Holder owner of such beneficial interestinterest 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 principal Registrar Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the Accreted Value aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate Accreted Value 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 transferredexchanged, 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 Accreted Value 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.account

Rule 144A Global Note to Regulation S Global Note. If If, at any time, an owner of a beneficial interest in the a 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 the a Regulation S Global Note, such owner mayshall, subject to the rules and procedures of the DepositaryApplicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the principal Registrar Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member directing the principal Registrar 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 Depositary's procedures Applicable Procedures containing information regarding the 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 attached B-1 hereto given by the Holder owner of such beneficial interestinterest 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 principal Registrar shall instruct the Depositary to reduce or cause to be reduced the Accreted Value aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate Accreted Value 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 a beneficial interest in the Regulation S Global Note equal to the reduction in the Accreted Value 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 If, at any time, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary (or the Trustee as custodian for the Depositary Depositary) wishes at any time to transfer its interest in such Rule 144A Global Note to a Person person who is required or permitted to take delivery thereof in the form of an interest in the a Regulation S Global Note, such owner mayshall, subject to compliance with the rules and applicable procedures of described herein (the Depositary"Applicable Procedures"), exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the principal Registrar Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member directing the principal Registrar 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 Depositary's procedures Applicable Procedures containing information regarding the 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 attached B-1 hereto given by the Holder owner of such beneficial interestinterest 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 principal Registrar Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the Accreted Value aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate Accreted Value 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 transferredexchanged, to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the Accreted Value 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 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 If, at any time, an owner of a beneficial interest in the a Rule 144A Global Note deposited with the Depositary Security Depository (or the Trustee as custodian for the Depositary Security Depository) wishes at any time to transfer its interest in such Rule 144A Global Note to a Person person who is required to will take delivery thereof in the form of an interest in the a Regulation S Global Note, such owner mayshall, subject to compliance with the rules and applicable procedures of described herein (the Depositary“Applicable Procedures”), exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Regulation S Global NoteNote as provided in this Section 2.07(a)(i). Upon receipt by the principal Registrar Trustee of (1) instructions given in accordance with the Depositary's procedures Applicable Procedures from an Agent Member directing the principal Registrar 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 Depositary's procedures Applicable Procedures containing information regarding the participant account of the Depositary Security Depository and the Euroclear or Cedel Clearstream account to be credited with such increase increase, and (3) a certificate in the form of Exhibit B H attached hereto given by the Holder transferor of such beneficial interestinterest 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 principal Registrar Trustee, as Note Registrar, shall instruct the Depositary Security Depository to reduce or cause to be reduced the Accreted Value initial aggregate principal amount of the applicable Rule 144A Global Note and to increase or cause to be increased the Accreted Value initial aggregate principal amount of the applicable Regulation S Global Note by the aggregate Accreted Value initial principal amount 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 transferredexchanged, to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in the Regulation S Global Note equal to the reduction in the Accreted Value initial aggregate principal amount of the Rule 144A Global Note Note, and to debit debit, or cause to be debited debited, from the account of the Person person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferred.