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 the owner of a beneficial interest in the Rule 144A Global Note wishes at any time to transfer such interest to a person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this Section 2.6(a), and subject to the Applicable Procedures (as defined below). Upon receipt by the Trustee, as Registrar, of (A) an order given by DTC or its authorized representative directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member's account and that a beneficial interest in the Rule 144A Global Note in an equal principal amount be debited from another specified Agent Member's account and (B) a Regulation S Certificate (a "Regulation S Certificate"), the form of which is set forth in Exhibit C hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Rule 144A Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in this Section 2.6. "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of DTC, Euroclear System and Clearstream Banking, Societe Anonyme or their successors or assigns, in each case, to the extent applicable to such transaction and as in effect from time to time.

Rule 144A Global Note to Regulation S Global Note. If the owner of a beneficial interest in the a Rule 144A Global Note wishes at any time to transfer such interest to a person who wishes to take delivery thereof in the form of a beneficial interest in the a Regulation S Global NoteNote of such series, such transfer may be effected only in accordance with the provisions of this Section 2.6(a), and subject to the Applicable Procedures (as defined below). Upon receipt by the Trustee, as Registrar, of (A) an order given by DTC or its authorized representative directing that a beneficial interest in the such Regulation S Global Note in a specified principal amount be credited to a specified Agent Member's ’s account and that a beneficial interest in the such Rule 144A Global Note in an equal principal amount be debited from another specified Agent Member's ’s account and (B) a Regulation S Certificate (a "“Regulation S Certificate"”), the form of which is set forth in Exhibit C Exhibits E and F hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the such Rule 144A Global Note and or his attorney duly authorized in writing, then the Trustee, as Registrar, shall increase the principal amount of the such Regulation S Global Note by such specified principal amount as provided in this Section 2.6. "“Applicable Procedures" ” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of DTC, Euroclear System and Clearstream Banking, Societe Anonyme or their successors or assigns, in each case, to the extent applicable to such transaction and as in effect from time to time.

Rule 144A Global Note to Regulation S Global Note. If the an owner of a beneficial interest in the 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 interest Rule 144A Global Note to a person Person who wishes to take delivery thereof in the form of a beneficial an interest in the a Regulation S Global NoteNote for that Series and/or Class, such transfer may be effected only in accordance with the provisions of this Section 2.6(aNote Owner (or transferee), and provided such Note Owner (or transferee) is not a “U.S. person” (as such term is defined in Regulation S), may, subject to the Applicable Procedures (as defined below). Upon receipt by rules and procedures of the TrusteeDepository, as Registrar, exchange or cause the exchange of (A) an order given by DTC or its authorized representative directing that such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note in a specified principal amount for that Series and/or Class. Upon the receipt by the Indenture Trustee of (A) instructions from the Depository directing the Indenture Trustee to cause to be credited to a specified Agent Member's account and that a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note in an equal principal amount to be debited from another specified Agent Member's account and 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 Certificate (a "Regulation S Certificate")S, the form of which is set forth in Exhibit C heretoEuroclear or Clearstream account to be credited with such increase and (C) a certificate (each, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Rule 144A Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in this Section 2.6. "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of DTC, Euroclear System and Clearstream Banking, Societe Anonyme or their successors or assigns, in each case, to the extent applicable to such transaction and as in effect from time to time.113

Rule 144A Global Note to Regulation S Global Note. If the owner of a beneficial interest in the Rule 144A Global Note wishes at any time to transfer such interest to a person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this Section 2.6(a), and subject to the Applicable Procedures (as defined below). Upon receipt by the Trustee, as Registrar, of (A) an order given by DTC or its authorized representative directing that a beneficial interest in the Regulation S Global Note in a specified principal amount be credited to a specified Agent Member's ’s account and that a beneficial interest in the Rule 144A Global Note in an equal principal amount be debited from another specified Agent Member's ’s account and (B) a Regulation S Certificate (a "“Regulation S Certificate"”), the form of which is set forth in Exhibit C hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Rule 144A Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in this Section 2.6. "“Applicable Procedures" ” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of DTC, Euroclear System and Clearstream Banking, Societe Société Anonyme or their successors or assigns, in each case, to the extent applicable to such transaction and as in effect from time to time.

Rule 144A Global Note to Regulation S Global Note. If the an owner of a beneficial interest in the 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 interest Rule 144A Global Note to a person Person who wishes to take delivery thereof in the form of a beneficial an interest in the a Regulation S Global NoteNote for that Series and/or Class, such transfer may be effected only in accordance with the provisions of this Section 2.6(aNote Owner (or transferee), and provided such Note Owner (or transferee) is not a “U.S. person” (as such term is defined in Regulation S), may, subject to the Applicable Procedures (as defined below). Upon receipt by rules and procedures of the TrusteeDepository, as Registrar, exchange or cause the exchange of (A) an order given by DTC or its authorized representative directing that such interest in such Rule 144A Global Note for a beneficial interest in the Regulation S Global Note in a specified principal amount for that Series and/or Class. Upon the receipt by the Indenture Trustee of (A) instructions from the Depository directing the Indenture Trustee to cause to be credited to a specified Agent Member's account and that a beneficial interest in a Regulation S Global Note in an amount equal to the beneficial interest in such Rule 144A Global Note in an equal principal amount to be debited from another specified Agent Member's account and 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 Certificate (a "Regulation S Certificate")S, the form of which is set forth in Exhibit C heretoEuroclear or Clearstream account to be credited with such increase and (C) a certificate (each, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Rule 144A Global Note and increase the principal amount of the Regulation S Global Note by such specified principal amount as provided in this Section 2.6. "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of DTC, Euroclear System and Clearstream Banking, Societe Anonyme or their successors or assigns, in each case, to the extent applicable to such transaction and as in effect from time to time.a