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

Regulation S Global Note to Restricted Global Note. Subject to Section 201(e), if the holder of a beneficial interest in Regulation S Global Note wishes at any time to transfer such interest to a Person who is required or permitted 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, only in accordance with this subclause 305(b)(2)(B) provided that no transfers from a Regulation S Global Note to a Restricted Global Note shall be allowed during the Distribution Compliance Period. Upon receipt by the Trustee, as Note Registrar, of (as applicable) (A) 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 a Restricted Global Note in a principal amount equal to that of the beneficial interest in a Regulation S Global Note to be so transferred and debited, (B) 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 (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (C) a Restricted Notes Certificate, substantially in the form of Exhibit C hereto given by the holder of such beneficial interest, the principal amount of such Restricted Global Note shall be increased, and the principal amount of such Regulation S Global Note shall be decreased, by the principal amount of the beneficial interest in the Regulation S Global Note to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records 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 so transferred and debit or cause to be debited the Regulation S Global Note.

Regulation S Global Note to Restricted Global Note. Subject to Section 201(e)If Notes of a series are issued in the form of a Regulation S Global Note and a Restricted Global Note, and if the holder owner of a beneficial interest in 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 is required or permitted 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, effected only in accordance with this subclause 305(b)(2)(B(b)(ii) provided that no transfers from a Regulation S Global Note and subject to a Restricted Global Note shall be allowed during the Distribution Compliance PeriodApplicable Procedures. Upon receipt by the Trustee, as Note RegistrarTransfer Agent, of (as applicable) (A) 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 the Regulation S Global Note in an equal principal amount be debited from another specified Agent Member’s account and (B) if such transfer is to occur during the Distribution Compliance Period, a Restricted Notes Certificate substantially in the form attached as Annex B hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing, then the Trustee, as Transfer Agent, shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of 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 in a principal amount equal to that of the beneficial interest in a 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 so transferred and debited, (B) a written order given effected only in accordance with the provisions of this subclause (b)(iii) and subclause (b)(vii) below and subject to the Applicable Procedures containing information regarding Procedures. Upon receipt by the account Trustee, as Transfer Agent, of (A) such Note as provided in Section 3.6(a) and instructions satisfactory to the Agent Member to 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 with, and the to a specified Agent Member’s account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (CB) a Restricted Notes Certificate, substantially in the form of Exhibit C hereto given by attached as Annex B hereto, if the holder of such specified account is to be credited with a beneficial interest, interest in the principal amount of such Restricted Global Note shall be increasedNote, and the principal amount of such or a Regulation S Global Note shall Certificate, substantially in the form attached as Annex A hereto, if the specified account is to be decreased, by the principal amount of the credited with a beneficial interest in the Regulation S Global Note to be so transferredNote, in each either case satisfactory to the Trustee and duly executed by means of an appropriate adjustment on the records of such Holder or his attorney duly authorized in writing, then the Trustee, as Note Registrar, and the Trustee, as Note RegistrarTransfer Agent but subject to subclause (b)(vii) below, shall instruct 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 Depositary or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account principal amount of the Person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount so transferred and debit or cause to be debited 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 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 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 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 to 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. Subject to Section 201(e), if If the holder of a beneficial interest in a Regulation S Global Note wishes at any time to transfer such interest to a Person who is required or permitted 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, only in accordance with this subclause 305(b)(2)(B) provided that no transfers from a Regulation S Global Note to a Restricted Global Note shall be allowed during the Distribution Compliance PeriodSection 2.7(c)(v)(D). Upon receipt by the TrusteeSecurity Registrar, as Note Registrarat the Corporate Trust Office, of (as applicable) (A1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee Security Registrar to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a the Restricted Global Note in a principal amount equal to that of the beneficial interest in a the Regulation S Global Note to be so transferred and debitedtransferred, (B2) 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 (andor, if applicablesuch account is held for Euroclear or Clearstream, Luxembourg, the Euroclear or Clearstream Clearstream, Luxembourg account, as the case may be) to be debited for, such beneficial interest and (C3) a Restricted Notes Certificate, an appropriately completed certificate in substantially in the form of Exhibit C hereto set forth in or contemplated by Section 2.13(c) hereof given by the holder Holder of such beneficial interest, the principal amount of Security Registrar shall instruct the Depositary for such Restricted Global Note shall be increased, and Notes to reduce the principal amount of such the Regulation S Global Note shall be decreasedand to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in the Regulation S Global Note to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such the Restricted Global Note having a principal amount equal to the amount so transferred and debit or cause to be debited by which the principal amount of the Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Restricted Global Note. Subject to Section 201(e), if 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 is required or permitted 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, Procedures and only in accordance with this subclause 305(b)(2)(B) provided that no transfers from a Regulation S Global Note to a Restricted Global Note shall be allowed during the Distribution Compliance Period0. Upon receipt by the Trustee, as Note Security Registrar, at its Corporate Trust Office of (as applicable) (A1) 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 account a beneficial interest in a such Restricted Global Note in a principal amount equal to that of the beneficial interest in a such Regulation S Global Note to be so transferred and debitedtransferred, (B2) 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 (andor, if applicablesuch account is held for Euroclear or Clearstream, Luxembourg, the Euroclear or Clearstream Clearstream, Luxembourg account, as the case may be) to be debited for, such beneficial interest interest, and (C3) with respect to a transfer of a beneficial interest in such Regulation S Global Note, a Restricted Notes Certificate, substantially in the form of Exhibit C hereto Certificate given by the holder of such beneficial interest, the principal amount of such Restricted Global Note Trustee, as Security Registrar, shall be increased, and 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 be decreased, make an appropriate notation on Schedule A of each such Note) by the principal amount of the beneficial interest in the such Regulation S Global Note to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Note Registrar, transferred and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount so transferred and debit or cause to be debited by which the principal amount of such Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Restricted Global Note. Subject to Section 201(e), if 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 is required or permitted 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, Procedures and only in accordance with this subclause 305(b)(2)(B) provided that no transfers from a Regulation S Global Note to a Restricted Global Note shall be allowed during the Distribution Compliance PeriodSection 2.10(b)(iii). Upon receipt by the Trustee, as Note RegistrarTransfer Agent, at its office in The City of (as applicable) New York of (A) 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 ’s account a beneficial interest in a such Restricted Global Note in a principal amount equal to that of the beneficial interest in a such Regulation S Global Note to be so transferred and debitedtransferred, (B) 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 (andor, if applicable, the such account is held for Euroclear or Clearstream accountCedel Bank, such account held for Euroclear or Cedel Bank, as the case may be) to be debited for, such beneficial interest interest, and (C) a Restricted Notes Certificate, certificate substantially in the form of Exhibit C hereto given by the holder owner of such beneficial interest, the Trustee, as Transfer Agent, shall instruct the Depositary therefor to reduce the principal amount of such Regulation S Global Note, and to increase the principal amount of such Restricted Global Note shall be increased(and, and the principal amount of if so contemplated by such Regulation S Global Note shall be decreasedNote, an appropriate notation made on each such Note), by the principal amount of the beneficial interest in the such Regulation S Global Note to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records and to credit or cause to be credited to the account of the Person person specified in such instructions a beneficial interest in such Restricted Global Note having a principal amount equal to the amount so transferred and debit or cause to be debited by which the principal amount of such Regulation S Global NoteNote was reduced upon such transfer.

Regulation S Global Note to Restricted Global Note. Subject to Section 201(e), if the holder of a beneficial interest in Regulation S Global Note wishes at any time to transfer such interest to a Person who is required or permitted 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, only in accordance with this subclause 305(b)(2)(B) ), provided that no transfers from a Regulation S Global Note to a Restricted Global Note shall be allowed during the Distribution Compliance Period. Upon receipt by the Trustee, as Note Registrar, of (as applicable) (A) 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 ’s account a beneficial interest in a Restricted Global Note in a principal amount equal to that of the beneficial interest in a Regulation S Global Note to be so transferred and debited, (B) 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 (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (C) a Restricted Notes Certificate, substantially in the form of Exhibit C hereto given by the holder of such beneficial interest, the principal amount of such Restricted Global Note shall be increased, and the principal amount of such Regulation S Global Note shall be decreased, by the principal amount of the beneficial interest in the Regulation S Global Note to be so transferred, in each case by means of an appropriate adjustment on the records of the Trustee, as Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records 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 so transferred and debit or cause to be debited the Regulation S Global Note.

Regulation S Global Note to Restricted Global Note. Subject to Section 201(e), if the holder of a beneficial interest in Regulation S Global Note If 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 is required or permitted 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, only in accordance with this subclause 305(b)(2)(B) provided that no transfers from a Regulation S Global Note to a Restricted Global Note shall be allowed during the Distribution Compliance PeriodSection 2.07(a)(ii). Upon receipt by the Trustee, as Note Registrar, Registrar of (as applicable) (A1) written instructions given in accordance with the Applicable Procedures from an the Agent Member 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 a the Restricted Global Note in a principal amount equal to that of the beneficial interest in a the Regulation S Global Note to be so transferred and debited(the “Regulation S Global Transferred Amount”), (B2) 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 (and, if applicable, the Euroclear or Clearstream account, as the case may be) Transferor to be debited for, such beneficial interest the Regulation S Global Transferred Amount and (C3) a Restricted Notes Certificate, certificate in substantially in the form of set forth in Exhibit C hereto given by the holder of such beneficial interestOwner Transferee, the principal amount of such Restricted Global Note Registrar shall be increased, and the principal amount of such Regulation S Global Note shall be decreased, by instruct DTC to reduce the principal amount of the beneficial interest in Regulation S Global Note, and increase the principal amount of the Restricted Global Note, by the Regulation S Global Note to be so transferredTransferred Amount, in each case by means of an appropriate adjustment on the records of the Trustee, as Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records and to 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 so transferred and debit or cause to be debited the Regulation S Global NoteTransferred Amount.

Regulation S Global Note to Restricted Global Note. Subject to Section 201(e), if the holder of a beneficial interest in Regulation S Global Note If 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 is required or permitted 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, only in accordance with this subclause 305(b)(2)(B) provided that no transfers from a Regulation S Global Note to a Restricted Global Note shall be allowed during the Distribution Compliance PeriodSection 2.07(a)(ii). Upon receipt by the Trustee, as Note Registrar, Registrar of (as applicable) (A1) written instructions given in accordance with the Applicable Procedures from an the Agent Member 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 a the Restricted Global Note in a principal amount equal to that of the beneficial interest in a the Regulation S Global Note to be so transferred and debited(the “Regulation S Global Transferred Amount”), (B2) 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 (and, if applicable, the Euroclear or Clearstream account, as the case may be) Transferor to be debited for, such beneficial interest the Regulation S Global Transferred Amount and (C3) a Restricted Notes Certificate, certificate in substantially in the form of set forth in Exhibit C hereto H given by the holder of such beneficial interestOwner Transferee, the principal amount of such Restricted Global Note Registrar shall be increased, and the principal amount of such Regulation S Global Note shall be decreased, by instruct DTC to reduce the principal amount of the beneficial interest in Regulation S Global Note, and increase the principal amount of the Restricted Global Note, by the Regulation S Global Note to be so transferredTransferred Amount, in each case by means of an appropriate adjustment on the records of the Trustee, as Note Registrar, and the Trustee, as Note Registrar, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records and to 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 so transferred and debit or cause to be debited the Regulation S Global NoteTransferred Amount.