Common use of Regulation S Global Note to Restricted Global Note Clause in Contracts

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in any Regulation S 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 a Restricted Global Note, such transfer may be effected, subject to the Applicable Procedures and only in accordance with this 0. Upon receipt by the Trustee, as Security Registrar, at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in such Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (or, if such account is held for Euroclear or Clearstream, Luxembourg, the Euroclear or Clearstream, Luxembourg account, as the case may be) to be debited for, such beneficial interest, and (3) with respect to a transfer of a beneficial interest in such Regulation S Global Note, a Restricted Notes Certificate given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the relevant Depositaries to reduce the principal amount of such Regulation S Global Note and increase the principal amount of such Restricted Global Note (and shall make an appropriate notation on Schedule A of each such Note) by the principal amount of the beneficial interest in such Regulation S Global Note to be so transferred and credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such transfer.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in any Regulation S Global Note an Owner Transferor wishes at any time to transfer such a beneficial interest in a Regulation S Global Note to a Person an Owner Transferee who wishes to take delivery thereof in the form of a beneficial interest in a Restricted Global Note, such transfer may be effected, subject to the Applicable Procedures and Procedures, only in accordance with this 0Section 2.07(a)(ii). Upon receipt by the Trustee, as Security Registrar, at its Corporate Trust Office Registrar of (1) written instructions given in accordance with the Applicable Procedures from an the Agent MemberMember Transferor, directing the Trustee Registrar to credit or cause to be credited to a specified account of an Agent Member's account Member Transferee a beneficial interest in such the Restricted Global Note in a principal amount equal to that of the beneficial interest in such the Regulation S Global Note to be so transferredtransferred (the “Regulation S Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the account of the Agent Member (or, if such account is held for Euroclear or Clearstream, Luxembourg, the Euroclear or Clearstream, Luxembourg account, as the case may be) Transferor to be debited for, such beneficial interest, the Regulation S Global Transferred Amount and (3) with respect to a transfer of a beneficial interest certificate in such Regulation S Global Note, a Restricted Notes Certificate substantially the form set forth in Exhibit H given by the holder of such beneficial interestOwner Transferee, the Trustee, as Security Registrar, Registrar shall instruct the relevant Depositaries DTC to reduce the principal amount of such the Regulation S Global Note Note, and increase the principal amount of such the Restricted Global Note (and shall make an appropriate notation on Schedule A of each such Note) , by the principal amount of the beneficial interest in such Regulation S Global Note Transferred Amount, and to be so transferred and credit or cause to be credited to the account of the person specified in such instructions Agent Member Transferee a beneficial interest in such Restricted Global Note Note, and to debit or cause to be debited to the account of the Agent Member Transferor a beneficial interest in such Regulation S Global Note, in each case having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such transferTransferred Amount.

Regulation S Global Note to Restricted Global Note. If Notes of a series are issued in the holder form of a Regulation S Global Note and a Restricted Global Note, and if the owner of a beneficial interest in any the Regulation S Global Note wishes at any time to exchange its interest in such Regulation S Global Note for an interest in a Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in a the Restricted Global Note, such transfer may be effected, subject to the Applicable Procedures and effected only in accordance with this 0subclause (b)(ii) and subject to the Applicable Procedures. Upon receipt by the Trustee, as Security RegistrarTransfer Agent, at its Corporate Trust Office of (1A) written instructions an order given by the Depositary or its authorized representative directing that a beneficial interest in accordance with the Applicable Procedures from an Agent Member, directing the Trustee to credit or cause to Restricted Global Note in a specified principal amount be credited to a specified Agent Member's ’s account and that a beneficial interest in such Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note to in an equal principal amount be so transferred, debited from another specified Agent Member’s account and (2B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (or, if such account transfer is held for Euroclear or Clearstream, Luxembourg, to occur during the Euroclear or Clearstream, Luxembourg account, as the case may be) to be debited for, such beneficial interest, and (3) with respect to a transfer of a beneficial interest in such Regulation S Global NoteDistribution Compliance Period, a Restricted Notes Certificate given substantially in the form attached as Annex B hereto, satisfactory to the Trustee and duly executed by the holder owner of such beneficial interestinterest in the Regulation S Global Note or his attorney duly authorized in writing, then the Trustee, as Security RegistrarTransfer Agent, shall instruct the relevant Depositaries to reduce the principal amount of such the Regulation S Global Note and increase the principal amount of such the Restricted Global Note by such specified principal amount as provided in Section 3.5(c). 33 (iii) Restricted Non-Global Note to Restricted Global Note or Regulation S Global Note If the Holder of a Restricted Note (other than a Global Note) wishes at any time to exchange its interest in such Restricted Note for an interest in a Restricted Global Note or Regulation S Global Note or transfer all or any portion of such Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note or the Regulation S Global Note, such transfer may be effected only in accordance with the provisions of this subclause (b)(iii) and subclause (b)(vii) below and subject to the Applicable Procedures. Upon receipt by the Trustee, as Transfer Agent, of (A) such Note as provided in Section 3.6(a) and instructions satisfactory to the Trustee directing that a beneficial interest in the Restricted Global Note or Regulation S Global Note in a specified principal amount not greater than the principal amount of such Note be credited to a specified Agent Member’s account and (B) a Restricted Notes Certificate, substantially in the form attached as Annex B hereto, if the specified account is to be credited with a beneficial interest in the Restricted Global Note, or a Regulation S Certificate, substantially in the form attached as Annex A hereto, if the specified account is to be credited with a beneficial interest in the Regulation S Global Note, in either case satisfactory to the Trustee and duly executed by such Holder or his attorney duly authorized in writing, then the Trustee, as Transfer Agent but subject to subclause (b)(vii) below, shall cancel such Note (and shall make an appropriate notation on Schedule A issue a new Note in respect of each such Noteany untransferred portion thereof) by as provided in Section 3.6(a) and increase the principal amount of the beneficial Restricted Global Note or the Regulation S Global Note, as the case may be, by the specified principal amount as provided in Section 3.5(c). (iv) Regulation S Non-Global Note to Restricted Global Note or Regulation S Global Note If the Holder of a Regulation S Note (other than a Global Note) wishes at any time to exchange its interest in such Regulation S Note for an interest in a Restricted Global Note or Regulation S Global Note or transfer all or any portion of such Note to be so transferred and credit or cause a Person who wishes to be credited to take delivery thereof in the account form of the person specified in such instructions a beneficial interest in such the Restricted Global Note having or the Regulation S Global Note, such transfer may be effected only in accordance with this subclause (b)(iv) and subclause (b)(vii) below and subject to the Applicable Procedures. Upon receipt by the Trustee, as Transfer Agent, of (A) such Note as provided in Section 3.6(a) and instructions satisfactory to the Trustee directing that a beneficial interest in the Restricted Global Note or Regulation S Global Note in a specified principal amount equal to the amount by which not greater than the principal amount of such Note be credited to a specified Agent Member’s account and (B) if such transfer is to occur during the Distribution Compliance Period and (C) the specified account is to be credited with a beneficial interest in the Restricted Global Note, a Restricted Notes Certificate substantially in the form attached as Annex B hereto, satisfactory to the Trustee and duly executed by such Holder or his attorney duly authorized in writing, then the Trustee, as Transfer Agent but subject to subclause (b)(vii) below, shall cancel such Note (and issue a new Note in respect of any untransferred portion thereof) as provided in Section 3.6(a) and increase the principal amount of the Restricted Global Note or the Regulation S Global Note, as the case may be, by the specified principal amount as provided in Section 3.5(c). (v) Non-Global Note was reduced upon such transferto Non-Global Note A Note that is not a Global Note may be transferred, in whole or in part, to a Person who takes delivery in the form of another Note that is not a Global Note as provided in Section 3.6(a), provided, that if the Note to be transferred in whole or in part is a Restricted Note, or is a Regulation S Note and the transfer is to occur during the Distribution Compliance Period, then the Trustee shall have received (A) a Restricted Notes Certificate substantially in the form attached as Annex B hereto, and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Restricted Note, or (B) a Regulation S Certificate, substantially in the form attached as Annex A hereto, satisfactory to the Trustee and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of a Regulation S Note (subject in each case to Section 3.6(c)).

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in any a Regulation S Global Note wishes at any time to transfer such interest to a Person who wishes to take delivery thereof acquire the same in the form of a beneficial interest in a Restricted Global Note, such transfer may be effected, subject to the Applicable Procedures and Procedures, only in accordance with this 0Section 2.7(c)(v)(D). Upon receipt by the Trustee, as Security Registrar, at its the Corporate Trust Office Office, of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member, Member directing the Trustee Security Registrar to credit or cause to be credited to a specified Agent Member's account a beneficial interest in such the Restricted Global Note in a principal amount equal to that of the beneficial interest in such the Regulation S Global Note to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (or, if such account is held for Euroclear or Clearstream, Luxembourg, the Euroclear or Clearstream, Luxembourg account, as the case may be) to be debited for, such beneficial interest, interest and (3) with respect to a transfer of a beneficial interest an appropriately completed certificate in such Regulation S Global Note, a Restricted Notes Certificate substantially the form set forth in or contemplated by Section 2.13(c) hereof given by the holder Holder of such beneficial interest, the Trustee, as Security Registrar, Registrar shall instruct the relevant Depositaries Depositary for such Notes to reduce the principal amount of such the Regulation S Global Note and to increase the principal amount of such the Restricted Global Note (and shall make an appropriate notation on Schedule A of each such Note) , by the principal amount of the beneficial interest in such the Regulation S Global Note to be so transferred transferred, and to credit or cause to be credited to the account of the person Person specified in such instructions a beneficial interest in such the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such the Regulation S Global Note was reduced upon such transfer.

Regulation S Global Note to Restricted Global Note. If the holder Holder of a beneficial interest in any Regulation S Global Note wishes at any time to transfer such interest to a Person person who must or wishes to take delivery thereof in the form of a beneficial interest in a Restricted Global NoteNote of the same Series, such transfer may be effected, subject to the Applicable Procedures and only in accordance with this 0Section 2.9.(b)(iii). Upon receipt by the Trustee, as Security RegistrarTransfer Agent, at its Corporate Trust Office office in The City of New York of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in such Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (or, if such account is held for Euroclear or Clearstream, LuxembourgCedel, the Euroclear or Clearstream, Luxembourg Cedel account, as the case may be) to be debited for, such beneficial interest, and (3) with respect to a transfer certificate substantially in the form of a beneficial interest in such Regulation S Global Note, a Restricted Notes Certificate Exhibit C given by the holder Holder of such beneficial interest, the Trustee, as Security RegistrarTransfer Agent, shall instruct the relevant Depositaries Depositary therefor to reduce the principal amount of such Regulation S Global Note Note, as the case may be, and to increase the principal amount of such Restricted Global Note (and shall make and, if so contemplated by such Note, an appropriate notation made on Schedule A of each such Note) ), by the principal amount of the beneficial interest in such Regulation S Global Note to be so transferred transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such transfer.

Regulation S Global Note to Restricted Global Note. If the holder owner of a beneficial interest in any Regulation S Global Note wishes at any time to transfer such interest to a Person person who wishes to take delivery thereof in the form of a beneficial interest in a Restricted Global NoteNote of the same Series, such transfer may be effected, subject to the Applicable Procedures and only in accordance with this 0Section 2.10(b)(iii). Upon receipt by the Trustee, as Security RegistrarTransfer Agent, at its Corporate Trust Office office in The City of New York of (1A) written instructions given in accordance with the Applicable Procedures from an Agent Member, Member directing the Trustee to credit or cause to be credited to a specified Agent Member's ’s account a beneficial interest in such Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note to be so transferred, (2B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (or, if such account is held for Euroclear or ClearstreamCedel Bank, Luxembourg, the such account held for Euroclear or Clearstream, Luxembourg accountCedel Bank, as the case may be) to be debited for, such beneficial interest, and (3C) with respect to a transfer certificate substantially in the form of a beneficial interest in such Regulation S Global Note, a Restricted Notes Certificate Exhibit C given by the holder owner of such beneficial interest, the Trustee, as Security RegistrarTransfer Agent, shall instruct the relevant Depositaries Depositary therefor to reduce the principal amount of such Regulation S Global Note Note, and to increase the principal amount of such Restricted Global Note (and shall make and, if so contemplated by such Note, an appropriate notation made on Schedule A of each such Note) ), by the principal amount of the beneficial interest in such Regulation S Global Note to be so transferred transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such transfer.

Regulation S Global Note to Restricted Global Note. If the holder of a beneficial interest in any Regulation S Global Note an Owner Transferor wishes at any time to transfer such a beneficial interest in a Regulation S Global Note to a Person an Owner Transferee who wishes to take delivery thereof in the form of a beneficial beneficia l interest in a Restricted Global Note, such transfer may be effected, subject to the Applicable Procedures and Procedures, only in accordance with this 0Section 2.07(a)(ii). Upon receipt by the Trustee, as Security Registrar, at its Corporate Trust Office Registrar of (1) written instructions given in accordance with the Applicable Procedures from an the Agent MemberMember Transferor, directing the Trustee Registrar to credit or cause to be credited to a specified account of an Agent Member's account Member Transferee a beneficial interest in such the Restricted Global Note in a principal amount equal to that of the beneficial interest in such the Regulation S Global Note to be so transferredtransferred (the “Regulation S Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member Transferee to be credited with, and the account of the Agent Member (or, if such account is held for Euroclear or Clearstream, Luxembourg, the Euroclear or Clearstream, Luxembourg account, as the case may be) Transferor to be debited for, such beneficial interest, the Regulation S Global Transferred Amount and (3) with respect to a transfer of a beneficial interest certificate in such Regulation S Global Note, a Restricted Notes Certificate substantially the form set forth in Exhibit C given by the holder of such beneficial interestOwner Transferee, the Trustee, as Security Registrar, Registrar shall instruct the relevant Depositaries DTC to reduce the principal amount of such the Regulation S Global Note Note, and increase the principal amount of such the Restricted Global Note (and shall make an appropriate notation on Schedule A of each such Note) , by the principal amount of the beneficial interest in such Regulation S Global Note Transferred Amount, and to be so transferred and credit or cause to be credited to the account of the person specified in such instructions Agent Member Transferee a beneficial interest in such Restricted Global Note Note, and to debit or cause to be debited to the account of the Agent Member Transferor a beneficial interest in such Regulation S Global Note, in each case having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note was reduced upon such transferTransferred Amount.