Common use of Rule 144A Global Notes to Temporary Regulation S Global Notes or Regulation S Global Notes Clause in Contracts

Rule 144A Global Notes to Temporary Regulation S Global Notes or Regulation S Global Notes. If a Holder of a beneficial interest in a Rule 144A Global Note deposited with the Depository wishes at any time to exchange such Rule 144A Global Note for an interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note, or to transfer such interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note, such Holder, provided that such Holder or, in the case of a transfer, the transferee is not a U.S. Person, subject to the rules and procedures of the Depository, may exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note. Upon receipt by the Purchase Money Notes Registrar of (A) instructions given in accordance with the Depository’s procedures from an Agent Member directing the Purchase Money Notes Registrar to credit or cause to be credited a beneficial interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note, but not less than the Authorized Denomination applicable to such Holder’s Purchase Money Notes, in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, (B) a written order, in accordance with the Depository’s procedures, containing information regarding the participant account of the Depository and the Euroclear or Clearstream account to be credited with such increase, (C) a certificate in the form of Exhibit C-1 attached hereto given by the Holder of such beneficial interest stating that the exchange or transfer of such note 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 that such transfer has been made pursuant to and in accordance with Regulation S and (D) in the case of a transfer, a certificate in the form of Exhibit C-2 attached hereto given by the proposed transferee stating that it is not a U.S. Person, then the Purchase Money Notes Registrar shall approve the instruction at the Depository to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Temporary Regulation S Global Note or Regulation S Global Note, as the case may be, by the outstanding principal amount of the beneficial interest in the Rule 144A Global Note to be transferred or exchanged and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Temporary Regulation S Global Note or Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.