Common use of Regulation S Global Notes Clause in Contracts

Regulation S Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Regulation S Global Notes. Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall be issued initially in the form of the one or more Regulation S Temporary Global NoteNotes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depository, and registered in the name of the Depository or the nominee of the DepositoryDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedTrustee. The "40-day restricted period" (as defined During the Restricted Period, interests in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to must be held through Euroclear or Clearstream, if the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest holders are Participants in a Rule 144A Global Notesuch systems, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Companyor indirectly through organizations that are Participants in such systems. Following the termination of the 40-day restricted periodRestricted Period, beneficial interests in the a Regulation S Temporary Global Note may be held, directly or indirectly, in the account of any Participant of the Depositary. Each Regulation S Global Note shall represent such of the outstanding Notes as shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to specified therein and each shall provide that it shall represent the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time as conclusively reflected in the Regulation S Temporary Global Note books and records of the Regulation S Permanent Global Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee as the custodian for the Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beSecurity Registrar, in connection accordance with transfers of interest instructions given by the Holder thereof as hereinafter providedrequired by Section 2.11 hereof.

Regulation S Global Notes. Notes offered Subject to Section 2.4(d) below, if a Purchase Money Note is deemed to be initially sold outside the United States to non-U.S. Persons in accordance with Regulation S, and sold in reliance on Regulation S shall be issued initially the purchasers of such Purchase Money Note wish to take delivery of such Purchase Money Note in the form of the Regulation S Temporary beneficial interests in a Global Note, those purchasers shall receive beneficial interests in one or more temporary Global Notes in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B-2 attached hereto (each, a “Temporary Regulation S Global Note”), which shall bear the following legend and other notations necessary for such temporary global notes (collectively, the “Temporary Global Notes Notations”): THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN. On or after the 40th day after [ ]1, interests in this Temporary Regulation S Global Note may be deposited exchanged (free of charge) for beneficial interests in a permanent Regulation S Global Note. The permanent Regulation S Global Note shall be so issued and delivered in exchange for only that portion of this Temporary Regulation S Global Note in respect of which there shall have been presented to the Depository by Euroclear or Clearstream a certification to the effect that it has received from or in respect of a person entitled to a beneficial interest (as shown by its records) a certification that the beneficial interests in such Temporary Regulation S Global Note are owned by persons who are not U.S. Persons. On an exchange of the whole of this Temporary Regulation S Global Note, this Temporary Regulation S Global Note shall be surrendered to the Depository at its office. On an exchange of only part of this Temporary Regulation S Global Note, details of such exchange shall be entered by or on behalf of the purchasers Issuer in Schedule A hereto. If, following the issue of a permanent Regulation S Global Note in exchange for some of the Purchase Money Notes represented thereby with by this Temporary Regulation S Global Note, further Purchase Money Notes are to be exchanged pursuant to this paragraph, such exchange may be effected, without the Trusteeissue of a new permanent Regulation S Global Note, at its New York office, as custodian for by the Depository, and registered in Issuer or the name Depository endorsing Schedule A of the Depository or the nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined permanent Regulation S Global Note previously issued to reflect an increase in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the such permanent Regulation S Temporary Global Note (except by an amount equal to the extent aggregate principal amount of any beneficial owners thereof who acquired an interest therein pursuant additional Purchase Money Notes to another exemption from registration under be exchanged. On or after the Securities Act and who will take delivery first Business Day following the 40th day after such initial sale of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereofsuch Purchase Money Note (the “Exchange Date”), and (ii) an Officers' Certificate from upon certification that the Company. Following the termination of the 40-day restricted period, beneficial interests in the such Temporary Regulation S Global Note are owned by Persons who are not U.S. Persons, such Temporary Regulation S Global Note shall be exchanged for beneficial interests in Regulation S Permanent one or more permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The like aggregate principal amount in definitive, fully registered form without interest coupons, substantially in the form of the Exhibit B-2 attached hereto (each, a “Regulation S Global Note”), which shall not bear the Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter providedNotations.

Regulation S Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall bear the Regulation S Global Note Legend and which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the DepositoryDepositary, and registered in the name of the Depository Depositary or the nominee of the DepositoryDepositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined During the Distribution Compliance Period, beneficial ownership interests in the Regulation S) S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures, the Private Placement Legend on such Regulation S Global Note and any applicable securities laws of any state of the United States. Prior to the expiration of the Distribution Compliance Period, transfers by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through a 144A Global Note shall be terminated made only in accordance with the Applicable Procedures and the Private Placement Legend and upon the receipt by the Trustee of (i) a written certificate certification from the Depository certifying that it has received transferor of the beneficial interest in the form of Exhibit B hereto. Such written certification shall no longer be required after the expiration of non-United States the Distribution Compliance Period. Upon the expiration of the Distribution Compliance Period, beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests transferable in Regulation S Permanent Global Notes pursuant to accordance with applicable law and the Applicable Procedures. Simultaneously with the authentication other terms of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notethis Indenture. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Regulation S Global Notes. (1) With respect to the Notes, Notes offered and sold in reliance on Regulation S shall will be issued initially in the form of the a Regulation S Temporary Global Note, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York officeCorporate Trust Office, as custodian Securities Custodian for the DepositoryDepositary, and registered in the name of the Depository or the nominee of the DepositoryDepositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined Beneficial ownership interests in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note shall not be exchangeable for interests in a 144A Global Note (except as set forth in Section 2.2(ii)(2)(b)), a Regulation S Permanent Global Note (except as set forth in Section 2.2(ii)(2)(a)) or a Certificated Security prior to the extent termination of any the Restricted Period, and then only upon certification in accordance with Rule 903(b)(3)(ii)(B) of Regulation S, in form reasonably satisfactory to the Trustee, to the effect that beneficial owners thereof ownership interests in such Regulation S Temporary Global Note are owned either by Non-U.S. Persons or U.S. Persons who acquired an interest therein pursuant to another exemption from purchased such interests in a transaction that did not require registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global NoteAct. With respect to the Notes, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following following the termination of the 40-day restricted periodRestricted Period, beneficial interests in the Regulation S Temporary Global Note shall will be exchanged for beneficial interests in the Regulation S Permanent Global Notes Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NotesNote, the Trustee shall cancel the applicable Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest interests therein as hereinafter provided.

Regulation S Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in evidenced by one or more Regulation S Global Notes that bear the form of Private Placement Legend or the Regulation S Temporary Global NoteNotes Legend, which shall as applicable. During the Restricted Period, beneficial interests in the Regulation S Global Notes may only be deposited on behalf transferred to or for the account or benefit of Non-U.S. Persons (other than the Initial Purchasers), unless permitted by applicable law. In the event Regulation S Global Notes are issued in the form of Regulation S Temporary Global Notes, following (i) the termination of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depository, applicable Restricted Period and registered in the name of the Depository or the nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation Sii) shall be terminated upon the receipt by the Trustee of (iA) a written certificate certification or other evidence in a form reasonably acceptable to the Issuer together with copies of certificates from the Depository Euroclear and Clearstream certifying that it has they have received certification certifications of non-non- United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note Note, to the extent the Depositary, Euroclear and Clearstream provide such certificates in the ordinary course of their business (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will shall take delivery of a beneficial ownership interest in a Rule 144A Global NoteNote bearing the Private Placement Legend, all as contemplated by Section 2.06(a)(ii2.06(b) hereof), ) and (iiB) an Officers' Officer’s Certificate from the Company. Following Issuer, the termination of Trustee shall remove the 40-day restricted periodRegulation S Temporary Global Note Legend from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall be exchanged for automatically become beneficial interests in the Regulation S Permanent Global Notes Note pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Regulation S Global Notes. (i) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes in definitive fully registered form without interest coupons with the Global Note Legend, the Private Placement Legend and the Regulation S Global Note Legend endorsed thereon, and the Temporary Regulation S Global NoteNote shall additionally include the Temporary Regulation S Global Note Legend endorsed thereon, each of which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depository, and registered in the name of the Depository Depositary or the a nominee of the DepositoryDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided in the Original Indenture and deposited with the Trustee, as custodian for the Depositary, on behalf of the purchasers of the Notes represented thereby. The "40-day restricted period" (ii) Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in the form of one or more temporary Global Notes, in fully registered form without interest coupons, with such applicable legends as are provided in paragraph (i) above. Such temporary Global Notes shall be registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in the Original Indenture and deposited with the Trustee, as custodian for the Depositary, for credit to the respective accounts at the Depositary for Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Temporary Regulation S Global Notes or to such other accounts as they may direct. Until such time as the Restricted Period (as defined hereinafter defined) in Regulation S) respect of securities of a series shall have terminated, such temporary Global Notes shall be terminated referred to herein as "Temporary Regulation S Global Notes". On or after the termination of the Restricted Period, interests in any Temporary Regulation S Global Note will be exchangeable for corresponding interests in a Regulation S Global Note in fully registered form without interest coupons, substantially in the form set forth in Exhibit A hereto with such applicable legends as are provided in (i) above and after delivery by a beneficial owner of an interest therein to Euroclear or Clearstream of a written certification (an "Owner Securities Certification") substantially in the form of Exhibit E hereto, and upon delivery by Euroclear or Clearstream to the Trustee of a written certification (a "Depositary Securities Certification") substantially in the form of Exhibit F hereto. Upon receipt of such certifications, the Trustee will effect the exchange of the interests in the Temporary Regulation S Global Note covered by such certifications for interests in a Regulation S Global Note. Upon: (A) the expiration of the Restricted Period, (B) receipt by Euroclear or Clearstream, as the case may be, and the Trustee of the Owner Securities Certification described in the preceding paragraph, (C) receipt by the Depositary of (a) written instructions given in accordance with the Applicable Procedures from a Participant directing the Depositary to credit or cause to be credited to a specified Participant's account a beneficial interest in the Regulation S Global Note in a principal amount equal to that of the beneficial interest in the Temporary Regulation S Global Note for which Owner Securities Certifications have been delivered, and (b) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant, and the Euroclear or Clearstream account for which such Participant's account is held, to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (D) receipt by the Trustee of (i) a written certificate notification from the Depository certifying that it has received certification of non-United States beneficial ownership of 100% Depositary of the aggregate transactions described in (C) above, the Trustee, as Security Registrar, shall direct the Depositary to reduce the principal amount of the Temporary Regulation S Global Note and to increase the principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof)the principal amount of the beneficial interest in such Temporary Regulation S Global Note to be so transferred, and (ii) an Officers' Certificate from to credit or cause to be credited to the Company. Following the termination account of the 40-day restricted period, Person specified in the instructions received by the Depositary referred to in (C) above a beneficial interests interest in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global NoteNote was reduced upon such transfer. The aggregate principal amount of the a Regulation S Temporary Global Note and the Regulation S Permanent Global Notes of a series may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nomineeTrustee, as custodian for the case may beDepositary, in connection with transfers of interest a corresponding decrease or increase in the aggregate principal amount, as hereinafter provided.. (iii) Until such time as the Restricted Period shall have terminated, investors may hold interests in the Temporary Regulation S Global Note only through Euroclear and Clearstream, unless delivery of such beneficial interest upon transfer shall be made through a Restricted Global Note in accordance with the certification requirements discussed below in Section 3.02(b)(iii). The Company shall deliver to the Trustee an Officer's Certificate specifying the date on which the Restricted Period ends. The Company contemplates that beneficial interests in the Regulation S Global Notes shall be credited by the Depositary to or through accounts maintained by designated agents holding on behalf of Euroclear or Clearstream through and including the Restricted Period, unless transferred to a person that takes delivery through a 144A Global Note in accordance with the transfer and certification requirements set forth in Section 3.02(b)(iii) hereof; and the Company and the Trustee agree to use commercially reasonable efforts to cause such interests to be so credited. (d)

Regulation S Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the DepositoryDepositary, and registered in the name of the Depository Depositary or the nominee of the DepositoryDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository Depositary certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Regulation S Global Notes. Notes offered Subject to Section 2.4(d) below, if a Purchase Money Note is deemed to be initially sold outside the United States to non-U.S. Persons in accordance with Regulation S, and sold in reliance on Regulation S shall be issued initially the purchasers of such Purchase Money Note wish to take delivery of such Purchase Money Note in the form of the Regulation S Temporary beneficial interests in a Global Note, those purchasers shall receive beneficial interests in one or more temporary Global Notes in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B-2 attached hereto (each, a “Temporary Regulation S Global Note”), which shall bear the following legend and other notations necessary for such temporary global notes (collectively, the “Temporary Global Notes Notations”): THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN. On or after the 40th day after [ ]a, interests in this Temporary Regulation S Global Note may be deposited exchanged (free of charge) for beneficial interests in a permanent Regulation S Global Note. The permanent Regulation S Global Note shall be so issued and delivered in exchange for only that portion of this Temporary Regulation S Global Note in respect of which there shall have been presented to the Depository by Euroclear or Clearstream a certification to the effect that it has received from or in respect of a person entitled to a beneficial interest (as shown by its records) a certification that the beneficial interests in such Temporary Regulation S Global Note are owned by persons who are not U.S. Persons. On an exchange of the whole of this Temporary Regulation S Global Note, this Temporary Regulation S Global Note shall be surrendered to the Depository at its office. On an exchange of only part of this Temporary Regulation S Global Note, details of such exchange shall be entered by or on behalf of the purchasers Issuer in Schedule A hereto. If, following the issue of a permanent Regulation S Global Note in exchange for some of the Purchase Money Notes represented thereby with by this Temporary Regulation S Global Note, further Purchase Money Notes are to be exchanged pursuant to this paragraph, such exchange may be effected, without the Trusteeissue of a new permanent Regulation S Global Note, at its New York office, as custodian for by the Depository, and registered Issuer or the Depository endorsing Schedule A of the permanent Regulation S Global Note previously issued to reflect an increase in the name aggregate principal amount a Insert the date of initial sale of the Depository or the nominee Purchase Money Notes under Regulation S. of the Depository, duly executed such permanent Regulation S Global Note by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository certifying that it has received certification of non-United States beneficial ownership of 100% of an amount equal to the aggregate principal amount of additional Purchase Money Notes to be exchanged. On or after the Regulation S Temporary Global first Business Day following the 40th day after such initial sale of such Purchase Money Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof“Exchange Date”), and (ii) an Officers' Certificate from upon certification that the Company. Following the termination of the 40-day restricted period, beneficial interests in the such Temporary Regulation S Global Note are owned by Persons who are not U.S. Persons, such Temporary Regulation S Global Note shall be exchanged for beneficial interests in Regulation S Permanent one or more permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The like aggregate principal amount in definitive, fully registered form without interest coupons, substantially in the form of the Exhibit B-2 attached hereto (each, a “Regulation S Global Note”), which shall not bear the Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter providedNotations.

Regulation S Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the DepositoryDepositary, and registered in the name of the Depository Depositary or the nominee of the DepositoryDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated beterminated upon the receipt by the Trustee of (i) a written certificate from the Depository Depositary certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Regulation S Global Notes. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary notes, in registered, global form, without interest coupons (the "Temporary Regulation S Global Note") and will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). During the Restricted Period, beneficial interests in the Temporary Regulation S Global Note may be held only through Euroclear and Clearstream (as indirect participants in the Depositary), unless transferred to a Person that takes delivery through a Rule 144A Global Note in accordance with Section 2.06 hereof. Within a reasonable time period after the expiration of the Restricted Period, upon receipt by the Trustee and the Company of a duly executed certificate certifying that the Holder of the beneficial interest in the Temporary Regulation S Global Note is a Non-U.S. Person, substantially in the form of Exhibit G hereto from the Depositary, a single permanent global Note in registered form substantially in the form of Exhibit A hereto (the "Permanent Regulation S Global Note", and together with the Temporary Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository, "Regulation S Global Note") duly executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) provided for shall be terminated upon deposited with the receipt by Trustee, as custodian for the Trustee Depositary, and the Registrar shall reflect on its books and records the cancellation of the Temporary Regulation S Global Note and the issuance of the Permanent Regulation S Global Note. Notes offered and sold in offshore transactions in reliance on Regulation S and issued in definitive form will be substantially in the form of Exhibit A hereto (i) a written certificate from but without the Depository certifying Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Regulation S Global Note will represent such of the outstanding Notes offered and sold in offshore transaction in reliance on Regulation S as will be specified therein and each shall provide that it has received certification of non-United States beneficial ownership of 100% of represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by adjustments made on the records Trustee or the Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof as hereinafter providedrequired by Section 2.06 hereof.

Regulation S Global Notes. With respect to each series of Notes, Notes offered and sold in reliance on Regulation S will be issued in book-entry form and initially will be represented by one or more Regulation S Temporary Global Notes; provided, at the applicable settlement date of the offering, only Rule 144A Global Notes will be issued. Notes represented by the Temporary Regulation S Global Notes will be registered in the name of Cede & Co., as registered owner and as nominee for DTC , for credit to the respective accounts of Euroclear and Clearstream. Reasonably promptly after the end of the Restricted Period, which such date shall be issued initially notified to the Trustee in writing by the form Company, upon receipt by the Trustee and the Company of a duly executed certificate certifying that the holder of the beneficial interest in the Regulation S Temporary Global NoteNote is a Non-U.S. Person, which shall be deposited on behalf substantially in the form of the purchasers of the Notes represented thereby with the TrusteeExhibit F, at its New York office, as custodian for from the Depository, and registered beneficial interests in the name Notes of a series represented by the Regulation S Temporary Global Notes will be exchangeable for beneficial interests in Notes of the Depository same series represented by one or more Permanent Regulation S Global Notes and one or more Permanent Regulation S Global Notes, substantially in the nominee form of the DepositoryExhibit A or B, as appropriate, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) , shall be terminated upon deposited with the receipt by Trustee, as custodian for the Trustee of (i) a written certificate from the Depository certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof)Depository, and (ii) an Officers' Certificate from the Company. Following Registrar shall reflect on its books and records the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount cancellation of the Regulation S Temporary Global Note and the issuance of the Permanent Regulation S Global Note. The Notes represented by the Permanent Regulation S Global Notes will be registered in the name of Cede & Co., as registered owner and as nominee for DTC. The aggregate principal amount of the Temporary Regulation S Global Note and the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest interests therein as hereinafter provided.

Regulation S Global Notes. Notes offered Subject to Section 2.4(d) below, if a Purchase Money Note is deemed to be initially sold outside the United States to non-U.S. Persons in accordance with Regulation S, and sold in reliance on Regulation S shall be issued initially the purchasers of such Purchase Money Note wish to take delivery of such Purchase Money Note in the form of the Regulation S Temporary beneficial interests in a Global Note, those purchasers shall receive beneficial interests in one or more temporary Global Notes in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B-2 attached hereto (each, a “Temporary Regulation S Global Note”), which shall bear the following legend and other notations necessary for such temporary global notes (collectively, the “Temporary Global Notes Notations”): THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN. On or after the 40th day after [ ]1, interests in this Temporary Regulation S Global Note may be deposited exchanged (free of charge) for beneficial interests in a permanent Regulation S Global Note. The permanent Regulation S Global Note shall be so issued and delivered in exchange for only that portion of this Temporary Regulation S Global Note in respect of which there shall have been presented to the Depository by Euroclear or Clearstream a certification to the effect that it has received 1 Insert the date of initial sale of the Purchase Money Notes under Regulation S. from or in respect of a person entitled to a beneficial interest (as shown by its records) a certification that the beneficial interests in such Temporary Regulation S Global Note are owned by persons who are not U.S. Persons. On an exchange of the whole of this Temporary Regulation S Global Note, this Temporary Regulation S Global Note shall be surrendered to the Depository at its office. On an exchange of only part of this Temporary Regulation S Global Note, details of such exchange shall be entered by or on behalf of the purchasers Issuer in Schedule A hereto. If, following the issue of a permanent Regulation S Global Note in exchange for some of the Purchase Money Notes represented thereby with by this Temporary Regulation S Global Note, further Purchase Money Notes are to be exchanged pursuant to this paragraph, such exchange may be effected, without the Trusteeissue of a new permanent Regulation S Global Note, at its New York office, as custodian for by the Depository, and registered in Issuer or the name Depository endorsing Schedule A of the Depository or the nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined permanent Regulation S Global Note previously issued to reflect an increase in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the such permanent Regulation S Temporary Global Note (except by an amount equal to the extent aggregate principal amount of any beneficial owners thereof who acquired an interest therein pursuant additional Purchase Money Notes to another exemption from registration under be exchanged. On or after the Securities Act and who will take delivery first Business Day following the 40th day after such initial sale of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereofsuch Purchase Money Note (the “Exchange Date”), and (ii) an Officers' Certificate from upon certification that the Company. Following the termination of the 40-day restricted period, beneficial interests in the such Temporary Regulation S Global Note are owned by Persons who are not U.S. Persons, such Temporary Regulation S Global Note shall be exchanged for beneficial interests in Regulation S Permanent one or more permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The like aggregate principal amount in definitive, fully registered form without interest coupons, substantially in the form of the Exhibit B-2 attached hereto (each, a “Regulation S Global Note”), which shall not bear the Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter providedNotations.

Regulation S Global Notes. Notes offered and sold in reliance on Regulation S will be issued in book-entry form and initially will be represented by one or more Regulation S Temporary Global Notes. Notes represented by the Temporary Regulation S Global Notes will be registered in the name of Cede & Co., as registered owner and as nominee for DTC, for credit to the respective accounts of Euroclear and Clearstream. Reasonably promptly after the end of the Restricted Period, which such date shall be issued initially notified to the Trustee in writing by the form Company, upon receipt by the Trustee and the Company of a duly executed certificate certifying that the holder of the beneficial interest in the Regulation S Temporary Global NoteNote is a Non-U.S. Person, which shall be deposited on behalf substantially in the form of Exhibit E, from the purchasers of Depository, beneficial interests in the Notes represented thereby with by the TrusteeRegulation S Temporary Global Notes will be exchangeable for beneficial interests in Notes represented by one or more Permanent Regulation S Global Notes and one or more Permanent Regulation S Global Notes, at its New York office, as custodian for the Depository, and registered substantially in the name form of the Depository or the nominee of the DepositoryExhibit A, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) , shall be terminated upon deposited with the receipt by Trustee, as custodian for the Trustee of (i) a written certificate from the Depository certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof)Depository, and (ii) an Officers' Certificate from the Company. Following Registrar shall reflect on its books and records the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount cancellation of the Regulation S Temporary Global Note and the issuance of the Permanent Regulation S Global Note. The Notes represented by the Permanent Regulation S Global Notes will be registered in the name of Cede & Co., as registered owner and as nominee for DTC. The aggregate principal amount of the Temporary Regulation S Global Note and the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest interests therein as hereinafter provided.