Common use of Restricted Definitive Notes to Beneficial Interests in Regulation S Global Notes Clause in Contracts

Restricted Definitive Notes to Beneficial Interests in Regulation S Global Notes. A beneficial interest in any Restricted Definitive Note may be exchanged by any holder thereof who is a non-U.S. Person for a beneficial interest in a Regulation S Global Note or transferred to a Non U.S. Person who takes delivery thereof in the form of a beneficial interest in a Regulation S Global Note, if (x) the holder of the Restricted Definitive Note delivers to the Trustee and the Registrar a letter in the form of Exhibit B with the certification set forth in paragraph 2 or Exhibit C with the certification set forth in paragraph 2(b), as applicable, completed and (y) if the Trustee and the Registrar so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Trustee and the Registrar is furnished to the Trustee and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act. If any such exchange or transfer from a Definitive Note to a beneficial interest in a Global Note is effected at a time when a Global Note of the appropriate type has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 5 of the Indenture the Trustee shall authenticate one or more Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.