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

Temporary Regulation S Global Note or Regulation S Global Note to Rule 144A Global Note. If a Holder of a beneficial interest in a Temporary Regulation S Global Note or Regulation S Global Note deposited with the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Note or Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Temporary Regulation S Global Note or Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such Holder, subject to the rules and procedures of Euroclear, Clearstream and/or the Depository, as the case may be, may exchange or transfer, or cause the exchange or transfer of such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Purchase Money Notes Registrar of (A) instructions from Euroclear, Clearstream and/or the Depository, as the case may be, directing the Purchase Money Notes Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Temporary Regulation S Global Note or Regulation S Global Note, but not less than the Authorized Denomination applicable to such Holder’s Purchase Money Notes, to be exchanged or transferred, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, (B) a certificate in the form of Exhibit C-3 attached hereto given by the Holder of such beneficial interest and stating, among other things, that, in the case of an exchange, the Holder is a Qualified Institutional Buyer and is also a Qualified Purchaser or, in the case of a transfer, the Person transferring such interest in such Temporary Regulation S Global Note or Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and is also a Qualified Purchaser and (C) in the case of a transfer, a certificate in the form of Exhibit C-4 attached hereto given by the proposed transferee stating that it is a Qualified Institutional Buyer and a Qualified Purchaser, then the Purchase Money Notes Registrar shall instruct the Depository to reduce, or cause to be reduced, the principal amount of the Temporary Regulation S Global Note or Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Note or Regulation S Global Note to be transferred or exchanged and the Purchase Money Notes Registrar shall approve the instruction at the Depository, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the outstanding principal amount of the Temporary Regulation S Global Note or Regulation S Global Note.

Temporary Regulation S Global Note or Regulation S Global Note to Rule 144A Global Note. If a Holder holder of a beneficial interest in a Temporary Regulation S Global Note or Regulation S Global Note deposited with the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Note or Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Temporary Regulation S Global Note or Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such Holderholder may, subject to the rules and procedures of Euroclear, Clearstream and/or the Note Depository, as the case may be, may exchange or transfer, or cause the exchange or transfer of such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Purchase Money Notes Note Registrar of (Ax) instructions from Euroclear, Clearstream and/or the Note Depository, as the case may be, directing the Purchase Money Notes Note Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Temporary Regulation S Global Note or Regulation S Global Note, but not less than the Authorized Denomination minimum denomination applicable to such Holder’s Purchase Money holder's Notes, to be exchanged or transferred, such instructions to contain information regarding the participant Participant account with the Note Depository to be credited with such increase, increase and (By) a transferor certificate substantially in the form of Exhibit C-3 attached hereto given E signed by the Holder of such beneficial interest and stating, among other things, that, in the case of an exchange, the Holder is a Qualified Institutional Buyer and is also a Qualified Purchaser or, in the case of a transfer, the Person transferring such interest in such Temporary Regulation S Global Note or Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and is also a Qualified Purchaser and (C) in the case of a transfer, a certificate in the form of Exhibit C-4 attached hereto given by the proposed transferee stating that it is a Qualified Institutional Buyer and a Qualified Purchasertransferor, then the Purchase Money Notes Note Registrar shall will instruct the Note Depository to reduce, or cause to be reduced, the principal amount of the Temporary Regulation S Global Note or Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Note or Regulation S Global Note to be transferred or exchanged and the Purchase Money Notes Note Registrar shall approve instruct the instruction at the Note Depository, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the outstanding principal amount of the Temporary Regulation S Global Note or Regulation S Global Note. In the event of any such transfer, each of the transferor and the transferee shall be deemed to have made the representations and warranties set forth in the form of Class D Note attached as Exhibit D hereto. The holder of the beneficial interest in any such Global Note desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee and the Issuer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

Temporary Regulation S Global Note or Regulation S Global Note to Rule 144A Global Note. If a Holder holder of a beneficial interest in in, during the Distribution Compliance Period, a Temporary Regulation S Global Note or or, after the Distribution Compliance Period, a Regulation S Global Note Note, as applicable, deposited with the Depository DTC wishes at any time to exchange its interest in such Temporary Regulation S Global Note or Regulation S Global Note Note, as applicable, for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Temporary Regulation S Global Note or such Regulation S Global Note Note, as applicable, to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such Holderholder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or the DepositoryDTC, as the case may be, may exchange or transfer, or cause the exchange or transfer of of, such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Purchase Money Notes Registrar of (A) instructions from Euroclear, Clearstream and/or the DepositoryDTC, as the case may be, directing the Purchase Money Notes Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Temporary Regulation S Global Note or such Regulation S Global Note, as applicable, but not less than the Authorized Denomination minimum denomination applicable to such Holderholder’s Purchase Money Notes, Notes to be exchanged or transferred, such instructions to contain information regarding the participant account with the Depository DTC to be credited with such increase, (B) a certificate in the form of Exhibit C-3 B-3 attached hereto given by the Holder holder of such beneficial interest and stating, among other things, that, in the case of an exchange, the Holder is a Qualified Institutional Buyer and is also a Qualified Purchaser or, in the case of a transfer, the Person transferring such interest in such in such Temporary Regulation S Global Note or such Regulation S Global Note Note, as applicable, reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Purchaser and a Qualified Institutional Buyer, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and is also a Qualified Purchaser and (C) in the case of a transfer, a certificate written certification in the form of Exhibit C-4 B-4 attached hereto given by the proposed transferee stating in respect of such beneficial interest stating, among other things, that it such transferee is a Qualified Institutional Buyer and a Qualified Purchaser, then the Purchase Money Notes Registrar shall instruct will approve the Depository instructions at DTC to reduce, or cause to be reduced, the principal amount of the Temporary Regulation S Global Note or the Regulation S Global Note Note, as applicable, by the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Note or the Regulation S Global Note Note, as applicable, to be transferred or exchanged and the Purchase Money Notes Registrar shall approve the instruction at the Depositoryinstruct DTC, 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 Rule 144A Global Note equal to the reduction in the outstanding principal amount of the Temporary Regulation S Global Note or the Regulation S Global Note, as applicable.

Temporary Regulation S Global Note or Regulation S Global Note to Rule 144A Global Note. If a Holder of a beneficial interest in a Temporary Regulation S Global Note or Regulation S Global Note deposited with the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Note or Regulation S Global Note for an interest in the corresponding Rule 144A Global Note or to transfer its interest in such Temporary Regulation S Global Note or Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Rule 144A Global Note, such Holder, subject to the rules and procedures of Euroclear, Clearstream and/or the Depository, as the case may be, may exchange or transfer, or cause the exchange or transfer of such interest for an equivalent beneficial interest in the corresponding Rule 144A Global Note. Upon receipt by the Purchase Money Notes Note Registrar of (A) instructions from Euroclear, Clearstream and/or the Depository, as the case may be, directing the Purchase Money Notes Note Registrar to cause to be credited a beneficial interest in the corresponding Rule 144A Global Note in an amount equal to the beneficial interest in such Temporary Regulation S Global Note or Regulation S Global Note, but not less than the Authorized Denomination applicable to such Holder’s Purchase Money NotesNote, to be exchanged or transferred, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, (B) a certificate in the form of Exhibit C-3 attached hereto given by the Holder of such beneficial interest and stating, among other things, that, in the case of an exchange, the Holder is a Qualified Institutional Buyer and is also a Qualified Purchaser or, in the case of a transfer, the Person transferring such interest in such Temporary Regulation S Global Note or Regulation S Global Note reasonably believes that the Person acquiring such interest in a Rule 144A Global Note is a Qualified Institutional Buyer, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and is also a Qualified Purchaser and (C) in the case of a transfer, a certificate in the form of Exhibit C-4 attached hereto given by the proposed transferee stating that it is a Qualified Institutional Buyer and a Qualified Purchaser, then the Purchase Money Notes Note Registrar shall instruct the Depository to reduce, or cause to be reduced, the principal amount of the Temporary Regulation S Global Note or Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Temporary Regulation S Global Note or Regulation S Global Note to be transferred or exchanged and the Purchase Money Notes Note Registrar shall approve the instruction at the Depository, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Rule 144A Global Note equal to the reduction in the outstanding principal amount of the Temporary Regulation S Global Note or Regulation S Global Note.