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 a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, to cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If If, at any time, an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with the Depositary (or on behalf of the Depository Trustee as custodian for the Depositary) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the a Regulation S Global Note for that Series and/or Classas provided in this Section 2.06(a)(i). Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A1) instructions given in accordance with the Applicable Procedures from the Depository a Participant directing the Indenture Trustee, as Note Registrar, Trustee to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteexchanged, (B2) a written order given in accordance with the Depository’s procedures Applicable Procedures containing information regarding the participant Participant account of the Depository and, in the case of a transfer pursuant to Depositary and in accordance with Regulation S, the Euroclear or Clearstream Cedel account to be credited with such increase increase, and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 EXHIBIT B-1 hereto given by the Note Owner or its transferee owner of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Indenture Trustee, as Note Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note for and to increase or cause to be increased the related Series and/or Class and increase the aggregate principal amount at maturity of the applicable Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear exchanged or Clearstream, as applicable, concurrently with such reductiontransferred, to credit or cause to be credited to the account of the Person specified in such instructions instructions, a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note for the related Series and/or Classthat is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, Trustee to cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Trustee and the Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a the Rule 144A Global Note related to a Series and/or Class deposited with the Depositary or on behalf of the Depository Trustee as custodian for the Depositary wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes is required to take delivery thereof in the form of an interest in a the Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, owner may, subject to the rules and procedures of the DepositoryDepositary, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the Regulation S Global Note for that Series and/or ClassNote. Upon the receipt by the Indenture Trustee, as Note Registrar, principal Registrar of (A1) instructions given in accordance with the Depositary's procedures from the Depository an Agent Member directing the Indenture Trustee, as Note Registrar, principal Registrar to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteexchanged, (B2) a written order given in accordance with the Depository’s Depositary's procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to Depositary and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B attached hereto given by the Note Owner or its transferee stating that the exchange or transfer Holder of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Regulation Sbeneficial interest, then the Indenture Trustee, as Note Registrar, principal Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Rule 144A Global Note for the related Series and/or Class and to increase or cause to be increased the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate 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, and shall instruct Euroclear exchanged or Clearstream, as applicable, concurrently with such reductiontransferred, 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 for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for and to debit or cause to be debited from the related Series and/or Classaccount 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 a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a “U.S. Personperson” (as such term is defined in Regulation S), may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, Trustee to cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a “U.S. Person person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Trustee and the Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a the Rule 144A Global Note related to a Series and/or Class deposited with the Depositary or on behalf of the Depository Trustee as custodian for the Depositary wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes is required to take delivery thereof in the form of an interest in a the Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, owner may, subject to the rules and procedures of the DepositoryDepositary, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the Regulation S Global Note for that Series and/or ClassNote. Upon the receipt by the Indenture Trustee, as Note Registrar, principal Registrar of (A1) instructions given in accordance with the Depositary's procedures from the Depository an Agent Member directing the Indenture Trustee, as Note Registrar, principal Registrar to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteexchanged, (B2) a written order given in accordance with the Depository’s Depositary's procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to Depositary and in accordance with Regulation S, the Euroclear or Clearstream Cedel account to be credited with such increase and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B attached hereto given by the Note Owner or its transferee stating that the exchange or transfer Holder of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Regulation Sbeneficial interest, then the Indenture Trustee, as Note Registrar, principal Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Rule 144A Global Note for the related Series and/or Class and to increase or cause to be increased the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate 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, and shall instruct Euroclear exchanged or Clearstream, as applicable, concurrently with such reductiontransferred, 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 for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for and to debit or cause to be debited from the related Series and/or Classaccount 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 All or a portion of an owner of a beneficial interest in a Rule 144A Global Note related may be transferred to non-U.S. Persons in offshore transactions in reliance on Regulation S under the Securities Act represented by one or more global notes in definitive, fully registered form without interest coupons (each, a Series and/or Class deposited with “Regulation S Global Note”) or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note exchanged for an interest in a Regulation S Global Note only in accordance with the applicable procedures of the Depository and, as applicable, Clearstream or Euroclear (in addition to those under this Indenture) and subject to the receipt by the Indenture Trustee of a Regulation S Transfer Certificate from the transferee (in the case of a transfer) or the holder (in the case of an exchange) to the effect that, among other things, the transfer or exchange is being made to a Person that is not a U.S. Person, purchasing for its own account or one or more accounts with respect to which it exercises complete investment discretion, each of which is not a U.S. Person, in an offshore transaction in accordance with Regulation S and only in a denomination greater than or equal to the required minimum denomination for each account; provided that Series and/or Class, any remaining principal amount of the interest of the transferor or to transfer its interest the holder making the exchange in such the Rule 144A Global Note will either equal zero or meet the required minimum denomination. Any interest in a Rule 144A Global Note that is transferred to a Person who wishes to take taking delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Classshall, such Note Owner (or transferee)upon transfer, provided such Note Owner (or transferee) is not a U.S. Person, may, subject cease to the rules and procedures of the Depository, exchange or cause the exchange of such be an interest in such Rule 144A Global Note for a beneficial and become an interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trusteeand, as Note Registraraccordingly, of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, will thereafter be subject to cause all transfer restrictions and other procedures applicable to be credited a beneficial interest interests in a Regulation S Global Note in for as long as it remains such an amount equal to the beneficial interest in such Rule 144A interest. Each Regulation S Global Note to initially shall be exchanged but not less than issued, and until the minimum denomination applicable to Exchange Date (as defined below) shall remain, in the owner’s Notes held through form of a temporary Regulation S Global Note, (B) a written order given in accordance which shall be deposited with the Depository’s procedures containing information regarding Indenture Trustee, as custodian for DTC, and registered in the participant account name of DTC or its nominee for the respective accounts of Euroclear or Clearstream, as the case may be. On and after the first Business Day following the 40th day after the later of the Depository andClosing Date and the commencement of the offering of the Notes (the “Exchange Date”), beneficial interests in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “temporary Regulation S Global Note Transfer Certificate”) will be exchangeable for interests in one or more permanent Regulation S Global Notes upon written certification from DTC, together with copies of certificates substantially in the form of Exhibit B-2 hereto given by F from Euroclear and Clearstream, certifying that they have received written certification substantially in the Note Owner or its transferee stating form of Exhibit G that the exchange or transfer beneficial interests in 100% of the Outstanding Amount of such interest has been made in compliance with the transfer restrictions applicable temporary Regulation S Global Note (except to the extent of any Noteholders who will take delivery of beneficial interests in a Rule 144A Global NotesNote, including the requirements that the as contemplated by Section 2.14(a)(iv)) are owned by Persons who are not U.S. Persons. Each permanent Regulation S Global Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance shall be deposited with Regulation S, then the Indenture Trustee, as Note Registrarcustodian for DTC, shall reduce and registered in the principal amount name of DTC or its nominee for the respective accounts of Euroclear and Clearstream, as the case may be. Simultaneously with the authentication of the Rule 144A permanent Regulation S Global Note for Notes, the related Series and/or Class and increase Indenture Trustee shall cancel the principal amount temporary Regulation S Global Notes. The Outstanding Amount of the a temporary or permanent Regulation S Global Note for may from time to time be increased or decreased by adjustments made on the related Series and/or Class by Note Register and the aggregate principal amount records of the beneficial interest in the Rule 144A Global Note to be exchangedIndenture Trustee (as custodian for DTC) and DTC, and shall instruct Euroclear or Clearstreamits nominee, as applicableherein provided, concurrently with such reduction, to credit or cause to which adjustments shall be credited conclusive as to the account Outstanding Amount of the Person specified in such instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If an owner a holder of a ------------------------------------------------- beneficial interest in a the Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a the Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a such Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, holder may, subject to the rules and procedures of DTC, Euroclear and Cedel, to the Depositoryextent applicable, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in such Rule 144A Regulation S Global Note for Note. Upon receipt by the Trustee, as transfer agent, at its office in The City of New York of (1) instructions given in accordance with the procedures of DTC, Euroclear and Cedel, to the extent applicable, from or on behalf of a holder of a beneficial interest in the Regulation S Rule 144A Global Note for that Series and/or Class. Upon Note, directing the receipt by the Indenture TrusteeTrustee (via DWAC), as Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrartransfer agent, to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteor transferred, (B2) a written order given in accordance with the Depository’s procedures of DTC, Euroclear or Cedel, to the extent applicable, containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream Cedel account to be credited with such increase and the name of such account, and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto C given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Rule 904 of Regulation SS or Rule 144A under the Securities Act, then the Indenture Trustee, as Note Registrartransfer agent, shall promptly deliver appropriate instructions (via DWAC) to DTC, its nominee, or the custodian for DTC, as the case may be, to reduce the principal amount or reflect on its records a reduction of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the such Rule 144A Global Note to be exchangedso exchanged or transferred from the relevant participant, and shall instruct Euroclear or Clearstreamthe Trustee, as applicabletransfer agent, shall promptly deliver appropriate instructions (via DWAC) to DTC, its nominee, or the custodian for DTC, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Cedel, or both, as the case may be) a beneficial interest in the such Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If If, at any time, an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with the Depositary (or on behalf of the Depository Trustee as custodian for the Depositary) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the a Regulation S Global Note for that Series and/or Classas provided in this Section 2.06(a)(i). Upon the receipt by the Indenture Trustee of (1) instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee, as Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteor transferred, (B2) a written order given in accordance with the Depository’s procedures Applicable Procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to Depositary and in accordance with Regulation S, the Euroclear or Clearstream Cedel Bank account to be credited with such increase and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B-1 hereto given by the Note Owner or its transferee owner of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Indenture Trustee, as Note Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of the Rule 144A Global Note for and to increase or cause to be increased the related Series and/or Class and increase the aggregate principal amount at maturity of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear exchanged or Clearstream, as applicable, concurrently with such reductiontransferred, 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 for the related Series and/or Class equal to the reduction in the aggregate 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 for the related Series and/or Classthat is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a the Rule 144A Global Note related to a Series and/or Class deposited with the Depositary or on behalf of the Depository Trustee as custodian for the Depositary wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes is required to take delivery thereof in the form of an interest in a the Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, owner may, subject to the rules and procedures of the DepositoryDepositary, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the Regulation S Global Note for that Series and/or ClassNotes. Upon the receipt by the Indenture Trustee, as Note Registrar, principal Registrar of (A1) instructions given in accordance with the Depositary's procedures from the Depository an Agent Member directing the Indenture Trustee, as Note Registrar, principal Registrar to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteexchanged, (B2) a written order given in accordance with the Depository’s Depositary's procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to Depositary and in accordance with Regulation S, the Euroclear or Clearstream Cedel account to be credited with such increase and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 C attached hereto given by the Note Owner or its transferee stating that the exchange or transfer Holder of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Regulation Sbeneficial interest, then the Indenture Trustee, as Note Registrar, principal Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Rule 144A Global Note for the related Series and/or Class and to increase or cause to be increased the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate 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, and shall instruct Euroclear exchanged or Clearstream, as applicable, concurrently with such reductiontransferred, 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 for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for and to debit or cause to be debited from the related Series and/or Classaccount 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 a holder of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a the corresponding Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Regulation S Global Note for that Series and/or ClassNote, such Note Owner holder (or transferee)provided that such holder or, provided such Note Owner (or transferee) in the case of a transfer, the transferee is not a “U.S. Person, ” (as defined in Regulation S)) may, subject to the immediately succeeding sentence and the rules and procedures of the DepositoryDTC, exchange or transfer, or cause the exchange of or transfer of, such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the corresponding Regulation S Global Note for that Series and/or ClassNote. Upon the receipt by the Indenture Trustee, as Note Registrar, Registrar of (A) instructions given in accordance with DTC’s procedures from the Depository an Agent Member directing the Indenture Trustee, as Note Registrar, Registrar to credit or cause to be credited a beneficial interest in a the corresponding Regulation S Global Note Note, but not less than the Minimum Denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteor transferred, (B) a written order given in accordance with the DepositoryDTC’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to DTC and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and increase, (C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B-1 attached hereto given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner holder or its the transferee, as applicable, is not a “U.S. Person” (as defined in Regulation S), and (D) a written certification in the form of Exhibit B-7 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a “U.S. Person and the transfer is made pursuant to and Person” (as defined in accordance with Regulation S), then the Indenture Trustee, as Note Registrar, Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and to increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, and shall instruct Euroclear or Clearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, to cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Trustee and the Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If an owner a holder of a beneficial interest in a the Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository Depositary wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a the Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, holder may, subject to the rules and procedures of the DepositoryDepositary, exchange or cause the exchange or transfer or cause the transfer of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the Regulation S Global Note for that Series and/or ClassNote. Upon the receipt by the Indenture Trustee, as Note Registrar, at its Corporate Trust Office of (A1) instructions given in accordance with the Depositary's procedures from the Depository Agent Member directing the Indenture Trustee, as Note Registrar, Trustee to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase transferred and (C2) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B attached hereto given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made (A) pursuant to and in accordance with Regulation SS or (B) that the Note being exchanged or transferred is not a "restricted security" as defined in Rule 144, then the Indenture Trustee, as Note Registrar, shall in accordance with the Depositary's DWAC procedure reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchangedso exchanged or transferred and the Trustee, and as Registrar, shall instruct the Common Depositary for Euroclear or Clearstream, as applicable, concurrently with such reduction, to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a “U.S. Personperson” (as such term is defined in Regulation S), may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, Trustee to cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, each a “Regulation S Note Transfer Certificate”) ), in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a “U.S. Person person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Trustee and the Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If an owner a Holder of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a the corresponding Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee)Holder may, provided such Note Owner (or transferee) Holder is not or, in the case of a transfer, the transferee is not, a U.S. Person, mayperson and is acquiring such interest in an offshore transaction, subject to the immediately succeeding sentence and the rules and procedures of the DepositoryDTC, exchange or transfer, or cause the exchange of or transfer of, such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the corresponding Regulation S Global Note for that Series and/or ClassNote. Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee or the Registrar of (A) instructions given in accordance with DTC’s procedures from the Depository an Agent Member directing the Indenture Trustee, as Note Registrar, Trustee or the Registrar to credit or cause to be credited a beneficial interest in a the corresponding Regulation S Global Note Note, but not less than the minimum denomination applicable to such Holder’s Notes, in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteor transferred, (B) a written order given in accordance with the DepositoryDTC’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to DTC and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note C)the applicable Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Note Registrar, Trustee or the Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and to increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If an owner a Holder of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer all or a part of its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, Holder may, subject to the terms hereof and the rules and procedures of Euroclear, Clearstream, Luxembourg or the Depository, as the case may be, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the a Regulation S Global Note for that Series and/or of the same Class. Upon the receipt by the Indenture Trustee, as Note Notes Registrar, of (A) instructions from Euroclear, Clearstream, Luxembourg or the Depository Depository, as the case may be, directing the Indenture Trustee, as Note Notes Registrar, to cause to be credited a beneficial interest in a such Regulation S Global Note in to be increased by an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s related Class of Notes held through a Regulation S Global Noteto be exchanged, and (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note Transfer Certificate”) substantially in the form of Exhibit B-2 hereto given by the Note Owner or its prospective transferee stating that the exchange or transfer of such beneficial interest has been made and stating, among other things, that such transferee acquiring such interest in compliance with the transfer restrictions applicable to the a Regulation S Global Notes, including the requirements that the Note Owner or its transferee is a not a U.S. Person and the that such transfer is being made pursuant to and in accordance with Rule 903 or 904 under Regulation S, then Euroclear, Clearstream, Luxembourg or the Indenture Trustee, as Note Notes Registrar, as the case may be, shall approve the instruction at the Depository to reduce the principal amount of the such Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the such Rule 144A Global Note to be exchanged, transferred and shall instruct Euroclear or Clearstream, as applicable, 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 increase the Regulation S Global Note for the related Series and/or Class specified in such instructions by an Aggregate Outstanding Amount equal to the such reduction in the principal amount of the Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If an owner a holder of a beneficial interest in a the Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository Depositary wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a the Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, holder may, subject to the rules and procedures of the DepositoryDepositary, exchange or cause the exchange or transfer or cause the transfer of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the Regulation S Global Note for that Series and/or ClassNote. Upon the receipt by the Indenture Trustee, as Note Registrar, at its Corporate Trust Office of (A1) instructions given in accordance with the Depositary’s procedures from the Depository Agent Member directing the Indenture Trustee, as Note Registrar, Trustee to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase transferred and (C2) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B attached hereto given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made (A) pursuant to and in accordance with Regulation SS or (B) that the Note being exchanged or transferred is not a “restricted security” as defined in Rule 144, then the Indenture Trustee, as Note Registrar, shall in accordance with the Depositary’s DWAC procedure reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchangedso exchanged or transferred and the Trustee, and as Registrar, shall instruct the Common Depositary for Euroclear or Clearstream, as applicable, concurrently with such reduction, to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If an owner Subject to the rules and procedures of DTC and this Section 2.5(e)(i), holder of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes DTC may at any time to exchange its interest in such Rule 144A Global Note for an equivalent beneficial interest in a the corresponding Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take taking delivery thereof in the form of an equivalent beneficial interest in a the corresponding Regulation S Global Note for Note; provided that Series and/or Class, such Note Owner (exchanging holder or transferee), provided such Note Owner (or transferee) as applicable, is a Person that is not a U.S. Person, may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as the Note Registrar, Registrar and the Transfer Agent of (A) instructions given in accordance with DTC’s procedures from the Depository an Agent Member directing the Indenture Trustee, as Note Registrar, Transfer Agent to credit or cause to be credited a beneficial interest in a the corresponding Regulation S Global Note Note, in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged or transferred, but not less than the minimum denomination Minimum Denomination applicable to the owner’s Notes held through a Regulation S Global Notesuch Class of Notes, (B) a written order given in accordance with the DepositoryDTC’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to DTC and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and increase, (C) a duly-executed certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B-1 attached hereto given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner holder or its transferee the transferee, as applicable, is a Person that is not a U.S. Person and is purchasing such beneficial interest in reliance on Regulation S, and (D) a written certification in the transfer form of Exhibit B-5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is made pursuant to a Person that is not a U.S. Person and is purchasing such beneficial interest outside the United States in accordance with reliance on Regulation S, then the Indenture TrusteeTransfer Agent shall approve the instructions at DTC to reduce, as Note Registraror cause to be reduced, shall reduce the principal amount of the applicable Rule 144A Global Note for the related Series and/or Class and increase to increase, or cause to be increased, the principal amount of the corresponding Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, and shall instruct Euroclear or Clearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If If, at any time, an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with the Depositary (or on behalf of the Depository Trustee as custodian for the Depositary) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the a Regulation S Global Note for that Series and/or Classas provided in this Section 2.06(a)(i). Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A1) instructions given in accordance with the Applicable Procedures from the Depository a Participant directing the Indenture Trustee, as Note Registrar, Trustee to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteexchanged, (B2) a written order given in accordance with the Depository’s procedures Applicable Procedures containing information regarding the participant Participant account of the Depository and, in the case of a transfer pursuant to Depositary and in accordance with Regulation S, the Euroclear or Clearstream Cedel account to be credited with such increase increase, and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 EXHIBIT B-1 hereto given by the Note Owner or its transferee owner of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Indenture Trustee, as Note Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note for and to increase or cause to be increased the related Series and/or Class and increase the aggregate principal amount at maturity of the applicable Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear exchanged or Clearstream, as applicable, concurrently with such reductiontransferred, to credit or cause to be credited to the account of the Person specified in such instructions instructions, a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note for the related Series and/or Class.that is being exchanged or transferred. (ii)

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, to cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Note Registrar, shall reduce the principal amount of the Rule 144A Global Note 104 for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, Trustee to cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s 's Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s 's procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Trustee and the Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If an owner a holder of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, holder may, subject to the rules and procedures of the DepositoryDTC, exchange or cause the exchange transfer of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the a Regulation S Global Note for that of the same Series and/or and Class. Upon the receipt by the Indenture Trustee, as Note Registrar, of (A1) instructions given in accordance with DTC’s procedures from the Depository an agent member directing the Indenture Trustee, as Note Registrar, Registrar to credit or cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged or transferred, but not less than the minimum denomination applicable to such Notes, such instructions to contain information regarding the owneragent member’s Notes held through a Regulation S Global Noteaccount with DTC to be credited with such increase and information regarding the agent member’s account with DTC to be debited with such decrease, (B2) a written order given in accordance with the DepositoryDTC’s procedures containing information regarding the participant agent member’s account of the Depository with DTC and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 A-1 attached hereto given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made pursuant to and in accordance with Regulation SS under the Securities Act, then the Indenture Trustee, as Note Registrar, Trustee shall instruct DTC to reduce the principal amount of the such Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount Principal Amount of the beneficial interest in the such Rule 144A Global Note to be exchanged, so transferred and the Registrar shall instruct Euroclear or Clearstream, as applicableDTC, concurrently with such reduction, to increase the Principal Amount of a Regulation S Global Note by the aggregate Principal Amount of the beneficial interest in such Rule 144A Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the a Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount Principal Amount of the such Rule 144A Global Note for the related Series and/or Classto be so transferred.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a “U.S. Personperson” (as such term is defined in Regulation S), may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, Trustee to cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, each a “Regulation S Note Transfer Certificate”) ), in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a “U.S. Person person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Trustee and the Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.. 123

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a “U.S. Personperson” (as such term is defined in Regulation S), may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, to cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a “U.S. Person person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Trustee and the Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If If, at any time, an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with the Depositary (or on behalf of the Depository Trustee as Note Custodian) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the a Regulation S Global Note for that Series and/or Classas provided in this Section 2.06(a)(i). Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A1) instructions given in accordance with the Applicable Procedures from the Depository a Participant directing the Indenture Trustee, as Note Registrar, Trustee to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteexchanged, (B2) a written order given in accordance with the Depository’s procedures Applicable Procedures containing information regarding the participant Participant account of the Depository and, in the case of a transfer pursuant to Depositary and in accordance with Regulation S, the Euroclear or Clearstream Cedel account to be credited with such increase increase, and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 EXHIBIT B-1 hereto given by the Note Owner or its transferee owner of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Indenture Trustee, as Note Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note for and to increase or cause to be increased the related Series and/or Class and increase the aggregate principal amount at maturity of the applicable Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear exchanged or Clearstream, as applicable, concurrently with such reductiontransferred, to credit or cause to be credited to the account of the Person specified in such instructions instructions, a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note for the related Series and/or Classthat is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a “U.S. Personperson” (as such term is defined in Regulation S), may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the applicable Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, to cause to be credited a beneficial interest in a the applicable Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a “U.S. Person person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Trustee and the Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the applicable Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 applicable Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.

Rule 144A Global Note to Regulation S Global Note. If an owner a holder of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a the Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a such Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, holder may, subject to the rules and procedures of the DepositoryClearing Agency and the Common Depositary, to the extent applicable, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in such Rule 144A Regulation S Global Note for Note. Upon receipt by the Registrar at its office in New York City of (1) instructions given in accordance with the procedures of the Clearing Agency and the Common Depositary, to the extent applicable, from or on behalf of a holder of a beneficial interest in the Regulation S a Rule 144A Global Note for that Series and/or Class. Upon the receipt by the Indenture TrusteeNote, as Note Registrar, of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, Registrar to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such a Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteor transferred, (B2) a written order given in accordance with the Depository’s procedures of the Clearing Agency and the Common Depositary, to the extent applicable, containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and the name of such account, and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto E given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Rule 904 of Regulation SS or Rule 144(A) under the Securities Act, then the Indenture TrusteeRegistrar shall promptly deliver appropriate instructions to the Clearing Agency, as Note Registrar, shall to reduce the principal amount or reflect on its records a reduction of the a Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the such Rule 144A Global Note to be exchangedso exchanged or transferred from the relevant participant, and the Registrar shall instruct Euroclear or Clearstream, as applicable, promptly deliver appropriate instructions to the Common Depositary concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions of a beneficial interest in the such Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If If, at any time, an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with the Depositary (or on behalf of the Depository Trustee as Note Custodian) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the a Regulation S Global Note for that Series and/or Classas provided in this Section 2.06(a)(i). Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A1) instructions given in accordance with the Applicable Procedures from the Depository a Participant directing the Indenture Trustee, as Note Registrar, Trustee to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteexchanged, (B2) a written order given in accordance with the Depository’s procedures Applicable Procedures containing information regarding the participant Participant account of the Depository and, in the case of a transfer pursuant to Depositary and in accordance with Regulation S, the Euroclear or Clearstream Cedel account to be credited with such increase increase, and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B-1 hereto given by the Note Owner or its transferee owner of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Indenture Trustee, as Note Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note for and to increase or cause to be increased the related Series and/or Class and increase the aggregate principal amount at maturity of the applicable Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear exchanged or Clearstream, as applicable, concurrently with such reductiontransferred, to credit or cause to be credited to the account of the Person specified in such instructions instructions, a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note for the related Series and/or Classthat is being exchanged or transferred.

Rule 144A Global Note to Regulation S Global Note. If an owner a holder of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a the corresponding Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Regulation S Global Note for that Series and/or ClassNote, such Note Owner holder (provided that such holder or, in the case of a transfer, the transferee is a Qualified Purchaser (or transfereea corporation, partnership, limited liability company or other entity (other than a trust), provided such Note Owner (each shareholder, partner, member or transfereeother equity owner of which is a Qualified Purchaser) that is not a U.S. Person, Person and is acquiring such interest in an offshore transaction) may, subject to the immediately succeeding sentence and the rules and procedures of the DepositoryDTC, exchange or transfer, or cause the exchange of or transfer of, such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the corresponding Regulation S Global Note for that Series and/or ClassNote. Upon the receipt by the Indenture Trustee, as Note Registrar, Registrar of (Aa) instructions given in accordance with DTC’s procedures from the Depository an Agent Member directing the Indenture Trustee, as Note Registrar, Registrar to credit or cause to be credited a beneficial interest in a the corresponding Regulation S Global Note Note, but not less than the Minimum Denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteor transferred, (Bb) a written order given in accordance with the DepositoryDTC’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to DTC and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and increase, (Cc) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B-1 attached hereto given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner holder or its transferee the transferee, as applicable, is a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) that is not a U.S. Person and is acquiring such interest in an offshore transaction, and (d) a written certification in the transfer form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is made pursuant to a Qualified Purchaser (or a corporation, partnership, limited liability company or other entity (other than a trust), each shareholder, partner, member or other equity owner of which is a Qualified Purchaser) that is not a U.S. Person and is acquiring such interest in accordance with Regulation San offshore transaction, then the Indenture Trustee, as Note Registrar, Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and to increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, and shall instruct Euroclear or Clearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If an owner a holder of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a the corresponding Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a the corresponding Regulation S Global Note for that Series and/or ClassNote, such Note Owner holder (or transferee)provided that such holder or, provided such Note Owner (or transferee) in the case of a transfer, the transferee is not a “U.S. Person, ” (as defined in Regulation S) and is a Qualified Purchaser) may, subject to the immediately succeeding sentence and the rules and procedures of the DepositoryDTC, exchange or transfer, or cause the exchange of or transfer of, such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the corresponding Regulation S Global Note for that Series and/or ClassNote. Upon the receipt by the Indenture Trustee, as Note Registrar, Registrar of (AAa) instructions given in accordance with DTC’s procedures from the Depository an Agent Member directing the Indenture Trustee, as Note Registrar, Registrar to credit or cause to be credited a beneficial interest in a the corresponding Regulation S Global Note Note, but not less than the Minimum Denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteor transferred, (BBb) a written order given in accordance with the DepositoryDTC’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to DTC and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and increase, (CC)c) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B-1 attached hereto given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner holder or its the transferee, as applicable, is not a “U.S. Person” (as defined in Regulation S), and (Dd) a written certification in the form of Exhibit B-7-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a “U.S. Person and the transfer is made pursuant to and Person” (as defined in accordance with Regulation S) and is a Qualified Purchaser, then the Indenture Trustee, as Note Registrar, Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and to increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, and shall instruct Euroclear or Clearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or Class, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a “U.S. Personperson” (as such term is defined in Regulation S), may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Class. Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A) instructions from the Depository directing the Indenture Trustee, as Note Registrar, Trustee to cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Note, (B) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a “U.S. Person person” (as such term is defined in Regulation S) and the transfer is made pursuant to and in accordance with Regulation S, then the Indenture Trustee, as Trustee and the Note Registrar, shall reduce the principal amount of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the Rule 144A Global Note for the related Series and/or Class.. 123

Rule 144A Global Note to Regulation S Global Note. If an owner Subject to the rules and procedures of DTC and this Section 2.5(e)(i), holder of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes DTC may at any time to exchange its interest in such Rule 144A Global Note for an equivalent beneficial interest in a the corresponding Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take taking delivery thereof in the form of an equivalent beneficial interest in a the corresponding Regulation S Global Note for Note; provided that Series and/or Class, such Note Owner (exchanging holder or transferee), provided such Note Owner (or transferee) as applicable, is a Person that is not a U.S. Person, may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note for that Series and/or Classperson. Upon the receipt by the Indenture Trustee, as the Note Registrar, Registrar and the Transfer Agent of (A) instructions given in accordance with DTC’s procedures from the Depository an Agent Member directing the Indenture Trustee, as Note Registrar, Transfer Agent to credit or cause to be credited a beneficial interest in a the corresponding Regulation S Global Note Note, in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged or transferred, but not less than the minimum denomination Minimum Denomination applicable to the owner’s Notes held through a Regulation S Global Notesuch Class of Notes, (B) a written order given in accordance with the DepositoryDTC’s procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to DTC and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and increase, (C) a duly-executed certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B-1 attached hereto given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner holder or its transferee the transferee, as applicable, is a Person that is not a U.S. person and is purchasing such beneficial interest in reliance on Regulation S, and (D) a written certification in the form of Exhibit B-5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Person that is not a U.S. person and the transfer is made pursuant to and purchasing such beneficial interest in accordance with an offshore transaction in reliance on Regulation S, then the Indenture TrusteeTransfer Agent shall approve the instructions at DTC to reduce, as Note Registraror cause to be reduced, shall reduce the principal amount of the applicable Rule 144A Global Note for the related Series and/or Class and increase to increase, or cause to be increased, the principal amount of the corresponding Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchangedexchanged or transferred, and shall instruct Euroclear or Clearstream, as applicable, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If an owner a holder of a ------------------------------------------------- beneficial interest in a the Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a the Regulation S Global Note for that Series and/or ClassNote, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a such Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, holder may, subject to the rules and procedures of the Depositoryrelevant Depositary, to the extent applicable, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the such Regulation S Global Note for that Series and/or ClassNote. Upon the receipt by the Indenture Trustee, as Note Registrartransfer agent, of (A1) instructions from the Depository relevant Depositary directing the Indenture Trustee, as Note Registrartransfer agent, to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteor transferred, (B2) a written order given in accordance with the Depository’s procedures of the relevant Depositary, to the extent applicable, containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account such Depositary to be credited with such increase and the name of such account, and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto C given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person and the transfer is made pursuant to and in accordance with Rule 904 of Regulation SS or Rule 144A under the Securities Act, then the Indenture Trustee, as Note Registrartransfer agent, shall promptly deliver appropriate instructions to the Depositary, its nominee, or the custodian for the Depositary, as the case may be, to reduce the principal amount or reflect on its records a reduction of the Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the such Rule 144A Global Note to be exchangedso exchanged or transferred from the relevant participant, and shall instruct Euroclear or Clearstreamthe Trustee, as applicabletransfer agent, shall promptly deliver appropriate instructions to the Depositary, its nominee, or the custodian for the Depositary, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Cedel, or both, as the case may be) a beneficial interest in the such Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Rule 144A Global Note for the related Series and/or ClassNote.

Rule 144A Global Note to Regulation S Global Note. If an owner a holder of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with or on behalf of the Depository wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, holder may, subject to the rules and procedures of the DepositoryDTC, exchange or cause the exchange transfer of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the a Regulation S Global Note for that of the same Series and/or and Class. Upon the receipt by the Indenture Trustee, as Note Registrar, of (A1) instructions given in accordance with DTC’s procedures from the Depository an agent member directing the Indenture Trustee, as Note Registrar, Registrar to credit or cause to be credited a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note to be exchanged or transferred, but not less than the minimum denomination applicable to such Notes, such instructions to contain information regarding the owneragent member’s Notes held through a Regulation S Global Noteaccount with DTC to be credited with such increase and information regarding the agent member’s account with DTC to be debited with such decrease, (B2) a written order given in accordance with the DepositoryDTC’s procedures containing information regarding the participant agent member’s account of the Depository with DTC and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 A-1 attached hereto given by the Note Owner or its transferee holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made pursuant to and in accordance with Regulation SS under the Securities Act, then the Indenture Trustee, as Note Registrar, Trustee shall instruct DTC to reduce the principal amount of the such Rule 144A Global Note for the related Series and/or Class and increase the principal amount of the Regulation S Global Note for the related Series and/or Class by the aggregate principal amount of the beneficial interest in the such Rule 144A Global Note to be exchanged, so transferred and the Registrar shall instruct Euroclear or Clearstream, as applicableDTC, concurrently with such reduction, to increase the principal amount of a Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Rule 144A Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the a Regulation S Global Note for the related Series and/or Class equal to the reduction in the principal amount of the such Rule 144A Global Note for the related Series and/or Classto be so transferred.

Rule 144A Global Note to Regulation S Global Note. If It, at any time, an owner of a beneficial interest in a Rule 144A Global Note related to a Series and/or Class deposited with the Depositary (or on behalf of the Depository Trustee as custodian for the Depositary) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the a Regulation S Global Note for that Series and/or Classas provided in this Section 2.6(a)(i). Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A1) instructions given in accordance with the Applicable Procedures from the Depository a Participant directing the Indenture Trustee, as Note Registrar, Trustee to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteexchanged, (B2) a written order given in accordance with the Depository’s procedures Applicable Procedures containing information regarding the participant Participant account of the Depository and, in the case of a transfer pursuant to Depositary and in accordance with Regulation S, the Euroclear or Clearstream Cedel account to be credited with such increase increase, and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 B-1 hereto given by the Note Owner or its transferee owner of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Indenture Trustee, as Note Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note for and to increase or cause to be increased the related Series and/or Class and increase the aggregate principal amount at maturity of the applicable Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear exchanged or Clearstream, as applicable, concurrently with such reductiontransferred, to credit or cause to be credited to the account of the Person specified in such instructions instructions, a beneficial interest in the Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note for the related Series and/or Classthat 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 a Rule 144A Global Note related to a Series and/or Class deposited with the Depositary (or on behalf of the Depository Trustee as custodian for the Depositary) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in a Regulation S Global Note for that Series and/or Class, or to transfer its interest in such Rule 144A Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in a Regulation S Global Note for that Series and/or ClassNote, such Note Owner (or transferee), provided such Note Owner (or transferee) is not a U.S. Person, mayowner shall, subject to the rules and procedures of the DepositoryApplicable Procedures, exchange or cause the exchange of such interest in such Rule 144A Global Note for a an equivalent beneficial interest in the a Regulation S Global Note for that Series and/or Classas provided in this Section 2.3(a)(iii)(A). Upon the receipt by the Indenture Trustee, as Note Registrar, Trustee of (A1) instructions given in accordance with the Applicable Procedures from the Depository an Agent Member directing the Indenture Trustee, as Note Registrar, Trustee to credit or cause to be credited a beneficial interest in a the Regulation S Global Note in an amount equal to the beneficial interest in such the Rule 144A Global Note to be exchanged but not less than the minimum denomination applicable to the owner’s Notes held through a Regulation S Global Noteexchanged, (B2) a written order given in accordance with the Depository’s procedures Applicable Procedures containing information regarding the participant account of the Depository and, in the case of a transfer pursuant to Depositary and in accordance with Regulation S, the Euroclear or Clearstream Cedel Bank account to be credited with such increase increase, and (C3) a certificate (each, a “Regulation S Note Transfer Certificate”) in the form of Exhibit B-2 hereto given by the Note Owner or its transferee owner of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including the requirements that the Note Owner or its transferee is not a U.S. Person Notes and the transfer is made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Indenture Trustee, as Note Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note for and to increase or cause to be increased the related Series and/or Class and increase the aggregate principal amount at maturity of the applicable Regulation S Global Note for the related Series and/or Class by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged, and shall instruct Euroclear or Clearstream, as applicable, 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 Regulation S Global Note for the related Series and/or Class equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note for the related Series and/or Classthat is being exchanged or transferred.