Common use of Regulation S Global Note; Unrestricted Global Note Clause in Contracts

Regulation S Global Note; Unrestricted Global Note. The Notes are to be sold in offshore transactions in reliance on Regulation S (Regulation S) under the United States Securities Act of 1933, as amended (the Securities Act), and shall be issued in the form of a permanent global Note (which may be subdivided) in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B hereto, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with the Fiscal Agent, as custodian for The Bank of New York Depository (Nominees) Limited, or registered assigns, as the common depositary for Euroclear Bank S.A./N.V. (Euroclear) and for Clearstream Banking, societe anonyme (Clearstream) with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Agreement (the Common Depositary), and which shall be duly executed by the Company and authenticated by the Fiscal Agent in the manner set forth in Section 3 hereof, for credit on the date of issuance of the Notes (the Closing Date) to such subscribers respective accounts (or to such other account as they may direct) at Euroclear and Clearstream. On or prior to the 40th day after the later of the commencement of the offering and the Closing Date (the Restricted Period), beneficial interests in such global note may be held only by the agent members of Euroclear and Clearstream. Until such time as the Restricted Period shall have expired, such global Note shall be referred to herein as the Regulation S Global Note. After such time as the Restricted Period shall have expired, such global Note shall be referred to herein as the Unrestricted Global Note. After such time as the Restricted Period shall have expired, beneficial interests in the Unrestricted Global Note may be held through organizations or persons other than those that have accounts with Euroclear and Clearstream. The aggregate principal amount of the Regulation S Global Note and the Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Fiscal Agent, as custodian for the Common Depositary as hereinafter provided.

Regulation S Global Note; Unrestricted Global Note. The Notes are to be sold in offshore transactions in reliance on Regulation S (Regulation "REGULATION S") under the United States Securities Act of 1933, as amended (the Securities Act"SECURITIES ACT"), and shall be issued in the form of a permanent global Note (which may be subdivided) in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B hereto, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with the Fiscal Agent, as custodian for The Bank of New York Depository (Nominees) Limited, or registered assigns, as the common depositary for Euroclear Bank S.A./N.V. (Euroclear"EUROCLEAR") and for Clearstream Banking, societe anonyme SOCIETE ANONYME (Clearstream"CLEARSTREAM") with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Agreement (the Common Depositary"COMMON DEPOSITARY"), and which shall be duly executed by the Company and authenticated by the Fiscal Agent in the manner set forth in Section 3 hereof, for credit on the date of issuance of the Notes (the Closing Date"CLOSING DATE") to such subscribers subscribers' respective accounts (or to such other account as they may direct) at Euroclear and Clearstream. On or prior to the 40th day after the later of the commencement of the offering and the Closing Date (the Restricted Period"RESTRICTED PERIOD"), beneficial interests in such global note may be held only by the agent members of Euroclear and Clearstream. Until such time as the Restricted Period shall have expired, such global Note shall be referred to herein as the Regulation "REGULATION S Global Note. GLOBAL NOTE." After such time as the Restricted Period shall have expired, such global Note shall be referred to herein as the Unrestricted Global Note. "UNRESTRICTED GLOBAL NOTE." After such time as the Restricted Period shall have expired, beneficial interests in the Unrestricted Global Note may be held through organizations or persons other than those that have accounts with Euroclear and Clearstream. The aggregate principal amount of the Regulation S Global Note and the Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Fiscal Agent, as custodian for the Common Depositary as hereinafter provided.

Regulation S Global Note; Unrestricted Global Note. The Notes are to be issued in registered form and sold in offshore transactions outside the United States in reliance on Regulation S (Regulation S) under the United States Securities Act of 1933, as amended (the Securities Act), and shall be issued in the form of a permanent global Note (which may be subdivided) in definitive, fully registered form without interest couponscoupons (the "Regulation S Global Note"), substantially in the form of Exhibit B D hereto, with such legends as may be applicable thereto, which global Note and the applicable Pricing Supplement shall be deposited on or prior to the Issue Date of the relevant Tranche of such Series on behalf of the subscribers for the Notes represented thereby with the Fiscal AgentTrustee, as custodian for The Bank of New York Depository (Nominees) Limited, or registered assigns, as the common depositary for Euroclear Bank S.A./N.V. (Euroclear) and for Clearstream Banking, societe anonyme (Clearstream) with respect to the NotesDTC, and any and all successors thereto appointed registered in the name of Cede as depositary hereunder and having become DTC's nominee, such pursuant global Note to the applicable provisions of this Agreement (the Common Depositary), and which shall be duly executed by the Company Issuer and authenticated by or on behalf of the Fiscal Agent Trustee in the manner set forth in Section 3 hereof, 5 hereof for credit on the date Issue Date of issuance such Tranche to the accounts of the Notes (the Closing Date) to such subscribers respective accounts (relevant Dealers at Euroclear and Cedel or to such other account accounts as they may direct) at Euroclear . Until and Clearstream. On or prior to including the 40th day after the later completion of the commencement distribution (as determined by the Issuer (based solely on information certified by the relevant Dealers)) of all Notes of the offering Tranche of which such Notes are a part issued prior to such determination and notified by the Closing Date Issuer to the Trustee and each of Euroclear, Cedel and DTC (the "Restricted Period"), beneficial interests in such global note Note may only be held only by the agent members of Euroclear and Clearstreamand/or Cedel. Until such time as the Restricted Period shall have expiredterminated, such global Note shall be referred to herein as the "Regulation S Global Note". After such time as the Restricted Period shall have expiredterminated, such global Note shall be referred to herein as the "Unrestricted Global Note. After such time as the Restricted Period shall have expired, beneficial interests in the Unrestricted Global Note may be held through organizations or persons other than those that have accounts with Euroclear and Clearstream". The aggregate principal amount of the Regulation S Global Note and the Unrestricted Global Note may from time to time be increased or decreased reduced by adjustments made on the records of the Fiscal AgentTrustee, as custodian for DTC, or DTC or its nominee as the Common Depositary case may be, as hereinafter provided.

Regulation S Global Note; Unrestricted Global Note. The Notes are to be sold in offshore transactions in reliance on Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and shall be issued in the form of a permanent global Note (which may be subdivided) in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B hereto, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with the Fiscal Agent, as custodian for The Bank of New York Depository (Nominees) Limited, or registered assigns, as the common depositary for Euroclear Bank S.A./N.V. (“Euroclear) and for Clearstream Banking, societe anonyme (Clearstream”) with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Agreement (the “Common Depositary”), and which shall be duly executed by the Company and authenticated by the Fiscal Agent in the manner set forth in Section 3 hereof, for credit on the date of issuance of the Notes (the “Closing Date”) to such subscribers subscribers’ respective accounts (or to such other account as they may direct) at Euroclear and ClearstreamEuroclear. On or prior to the 40th day after the later of the commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in such global note may be held only by the agent members of Euroclear and ClearstreamEuroclear. Until such time as the Restricted Period shall have expired, such global Note shall be referred to herein as the “Regulation S Global Note. .” After such time as the Restricted Period shall have expired, such global Note shall be referred to herein as the “Unrestricted Global Note. .” After such time as the Restricted Period shall have expired, beneficial interests in the Unrestricted Global Note may be held through organizations or persons other than those that have accounts with Euroclear and ClearstreamEuroclear. The aggregate principal amount of the Regulation S Global Note and the Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Fiscal Agent, as custodian for the Common Depositary as hereinafter provided.