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

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in the Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Regulation S Global Note to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Note, such Holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt by the principal Registrar of (1) instructions from Euroclear or Clearstream, if applicable, and the Depositary, directing the principal Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, (2) a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit C attached hereto given by the owner of such beneficial interest, then Euroclear or Clearstream or the principal Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, and the principal Registrar shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S 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 Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in the Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Regulation S Global Note to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Note, such Holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt by the principal Registrar of (1) instructions from Euroclear or Clearstream, if applicable, and the Depositary, directing the principal Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, such instructions to contain information regarding the participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit C D attached hereto given by the owner of such beneficial interest, then Euroclear or Clearstream or the principal Registrar, as the case may be, Registrar will instruct the Depositary to reduce or cause to be reduced the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, and the principal Registrar shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S 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 Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in the Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Regulation S Global Note to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Note, such Holder may, subject to the rules and procedures of Euroclear or ClearstreamCedel, as the case may be, and the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt by the principal Registrar of (1) instructions from Euroclear or ClearstreamCedel, if applicable, and the Depositary, directing the principal Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, (2) a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit C attached hereto given by the owner of such beneficial interest, then Euroclear or Clearstream Cedel or the principal Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, and the principal Registrar shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S 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 Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in the Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Regulation S Global Note to a Person who is required to take delivery thereof in the form of an interest in the a Rule 144A Global Note, such Holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Rule 144A Global Note. Upon receipt by the principal Registrar of (1) instructions from Euroclear or Clearstream, if applicable, and the Depositary, directing the principal Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, such instructions to contain information regarding the participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit C D attached hereto given by the owner of such beneficial interest, then Euroclear or Clearstream or the principal Registrar, as the case may be, Registrar will instruct the Depositary to reduce or cause to be reduced the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, and the principal Registrar shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S 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 Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in the Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Regulation S Global Note to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Note, such Holder may, subject to the rules and procedures of Euroclear or ClearstreamCedel, as the case may be, and the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt by the principal Registrar of (1) instructions from Euroclear or ClearstreamCedel, if applicable, and the Depositary, directing the principal Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, such instructions to contain information regarding the participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit C D attached hereto given by the owner of such beneficial interest, then Euroclear or Clearstream Cedel or the principal Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced the Regulation S Global Note and to increase or cause to be increased the principal amount at maturity of the Rule 144A Global Note by the aggregate principal amount at maturity of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, and the principal Registrar shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S 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 Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If an owner a Holder of a beneficial interest in the a Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary DTC wishes at any time to exchange its interest in such Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Regulation S Global Note to a Person who is required wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear or ClearstreamEuroclear, Clearstream and/or DTC, as the case may be, and the Depositaryexchange or transfer, exchange or cause the exchange of or transfer of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the principal Trustee or the Registrar of (1A) instructions from Euroclear or ClearstreamEuroclear, if applicableClearstream and/or DTC, and as the Depositarycase may be, directing the principal Registrar to credit or cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in the such Regulation S Global Note Note, but not less than the minimum denomination applicable to such Holder’s Notes to be exchanged or transferred, (2) a written order given in accordance with the Depositary's procedures containing such instructions to contain information regarding the participant account of the Depositary with DTC to be credited with such increase and (3B) a certificate in the form of Exhibit C attached hereto given by the owner of such beneficial interestapplicable Transfer Certificate, then Euroclear or Clearstream or the principal RegistrarRegistrar shall approve the instructions at DTC to reduce, as the case may be, will instruct the Depositary to reduce or cause to be reduced reduced, the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be transferred or exchanged or transferred, and the principal Registrar shall instruct the DepositaryDTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S 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 Regulation S Global Note that is being exchanged or transferredNote.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in the a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depositary or with the Trustee as custodian for the Depositary Depository wishes at any time to transfer its interest in such Regulation S Global Note to a Person who is required wishes to take delivery thereof in the form of an interest in the a Rule 144A Global NoteNote for such Series and/or Class, such Holder owner’s transferee may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the DepositaryDepository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Rule 144A Global NoteNote for such Series and/or Class. Upon the receipt by the principal Registrar Indenture Trustee and the Note Registrar, of (1A) instructions from Euroclear or Clearstream, if applicable, the Depository directing the Indenture Trustee and the DepositaryNote Registrar, directing the principal Registrar to credit or cause to be credited a beneficial interest in the a Rule 144A Global Note in an amount equal to the beneficial interest in the such Regulation S Global Note to be exchanged or transferredbut not less than the minimum denomination applicable to such owner’s Notes held through a Rule 144A Global Note, (2) a written order given in accordance with the Depositary's procedures containing to be exchanged, such instructions to contain information regarding the participant account of with the Depositary Depository to be credited with such increase, and (3B) a certificate (each, a “Rule 144A Note Transfer 115 Certificate”) in the form of Exhibit C attached B-1 hereto given by the owner transferee of such beneficial interest, then Euroclear or Clearstream or the Indenture Trustee will reduce the principal Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be exchanged or transferred, transferred and the principal Registrar Indenture Trustee and the Note Registrar, shall instruct the DepositaryDepository, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note and to debit or cause to be debited from for the account of the Person making such exchange or transfer the beneficial interest in the Regulation S Global Note that is being exchanged or transferredrelated Series and/or Class.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in the a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depositary or with the Trustee as custodian for the Depositary Depository wishes at any time to transfer its interest in such Regulation S Global Note to a Person who is required wishes to take delivery thereof in the form of an interest in the a Rule 144A Global NoteNote for such Series and/or Class, such Holder owner's transferee may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the DepositaryDepository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Rule 144A Global NoteNote for such Series and/or Class. Upon the receipt by the principal Registrar Indenture Trustee and the Note Registrar, of (1A) instructions from Euroclear or Clearstream, if applicable, the Depository directing the Indenture Trustee and the DepositaryNote Registrar, directing the principal Registrar to credit or cause to be credited a beneficial interest in the a Rule 144A Global Note in an amount equal to the beneficial interest in the such Regulation S Global Note to be exchanged or transferredbut not less than the minimum denomination applicable to such owner's Notes held through a Rule 144A Global Note, (2) a written order given in accordance with the Depositary's procedures containing to be exchanged, such instructions to contain information regarding the participant account of with the Depositary Depository to be credited with such increase, and (3B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit C attached B-1 hereto given by the owner transferee of such beneficial interest, then Euroclear or Clearstream or the Indenture Trustee will reduce the principal Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be exchanged or transferred, transferred and the principal Registrar Indenture Trustee and the Note Registrar, shall instruct the DepositaryDepository, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note and to debit or cause to be debited from for the account of the Person making such exchange or transfer the beneficial interest in the Regulation S Global Note that is being exchanged or transferredrelated Series and/or Class.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in the a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depositary or with the Trustee as custodian for the Depositary Depository wishes at any time to transfer its interest in such Regulation S Global Note to a Person who is required wishes to take delivery thereof in the form of an interest in the a Rule 144A Global NoteNote for such Series and/or Class, such Holder owner’s transferee may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the DepositaryDepository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Rule 144A Global Note107 Note for such Series and/or Class. Upon the receipt by the principal Registrar Indenture Trustee and the Note Registrar, of (1A) instructions from Euroclear or Clearstream, if applicable, the Depository directing the Indenture Trustee and the DepositaryNote Registrar, directing the principal Registrar to credit or cause to be credited a beneficial interest in the a Rule 144A Global Note in an amount equal to the beneficial interest in the such Regulation S Global Note to be exchanged or transferredbut not less than the minimum denomination applicable to such owner’s Notes held through a Rule 144A Global Note, (2) a written order given in accordance with the Depositary's procedures containing to be exchanged, such instructions to contain information regarding the participant account of with the Depositary Depository to be credited with such increase, and (3B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit C attached B-1 hereto given by the owner transferee of such beneficial interest, then Euroclear or Clearstream or the Indenture Trustee will reduce the principal Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be exchanged or transferred, transferred and the principal Registrar Indenture Trustee and the Note Registrar, shall instruct the DepositaryDepository, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note and to debit or cause to be debited from for the account of the Person making such exchange or transfer the beneficial interest in the Regulation S Global Note that is being exchanged or transferredrelated Series and/or Class.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in the Regulation S Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Regulation S Global Note to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Note, such Holder may, subject to the rules and procedures of Euroclear or ClearstreamCedel, as the case may be, and the Depositary, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt by the principal Registrar of (1) instructions from Euroclear or ClearstreamCedel, if applicable, and the Depositary, directing the principal Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, (2) a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary and (3) a certificate in the form of Exhibit C attached hereto given by the owner of such beneficial interest, then Euroclear or Clearstream Cedel or the principal Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced the Accreted Value of the Regulation S Global Note and to increase or cause to be increased the principal amount Accreted Value of the Rule 144A Global Note by the aggregate principal amount Accreted Value of the beneficial interest in the Regulation S Global Note to be exchanged or transferred, and the principal Registrar shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount Accreted Value of the Regulation S 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 Regulation S Global Note that is being exchanged or transferred.

Regulation S Global Note to Rule 144A Global Note. If an owner of a beneficial interest in the a Regulation S Global Note related to a Series and/or Class deposited with or on behalf of the Depositary or with the Trustee as custodian for the Depositary Depository wishes at any time to transfer its interest in such Regulation S Global Note to a Person who is required wishes to take delivery thereof in the form of an interest in the a Rule 144A Global NoteNote for such Series and/or Class, such Holder owner’s transferee may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the DepositaryDepository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the a Rule 144A Global NoteNote for such Series and/or Class. Upon the receipt by the principal Registrar Indenture Trustee and the Note Registrar, of (1A) instructions from Euroclear or Clearstream, if applicable, the Depository directing the Indenture Trustee and the DepositaryNote Registrar, directing the principal Registrar to credit or cause to be credited a beneficial interest in the a Rule 144A Global Note in an amount equal to the beneficial interest in the such Regulation S Global Note to be exchanged or transferredbut not less than the minimum denomination applicable to such owner’s Notes held through a Rule 144A Global Note, (2) a written order given in accordance with the Depositary's procedures containing to be exchanged, such instructions to contain information regarding the participant account of with the Depositary Depository to be credited with such increase, and (3B) a certificate (each, a “Rule 144A Note Transfer Certificate”) in the form of Exhibit C attached B-1 hereto given by the owner transferee of such beneficial interest, then Euroclear or Clearstream or the Indenture Trustee will reduce the principal Registrar, as the case may be, will instruct the Depositary to reduce or cause to be reduced amount of the Regulation S Global Note and to increase or cause to be increased the principal amount of the Rule 144A Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Regulation S Global Note for the related Series and/or Class to be exchanged or transferred, transferred and the principal Registrar Indenture Trustee and the Note Registrar, shall instruct the DepositaryDepository, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Regulation S Global Note and to debit or cause to be debited from for the account of the Person making such exchange or transfer the beneficial interest in the Regulation S Global Note that is being exchanged or transferred.related Series and/or Class. 124