Common use of Transfers Pursuant to Regulation S Clause in Contracts

Transfers Pursuant to Regulation S. The following provisions shall apply with respect to the registration of any proposed transfer of a beneficial interest in a Restricted Note pursuant to Regulation S: (A) The Security Registrar shall register any proposed transfer of a beneficial interest in a Restricted Note pursuant to Regulation S by a Holder upon receipt of (1) an appropriately completed assignment form and (2) a signed representation, in each case in the form of the same attached to the applicable Note. (B) If the proposed transferee is an Agent Member and the beneficial interest in a Restricted Note to be transferred consists of an interest in a QIB Global Note, upon receipt by the Security Registrar of (1) the items required by paragraph (A) above and (2) instructions in accordance with the Depositary’s and the Security Registrar’s procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the applicable Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note to be transferred, and the Security Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such QIB Global Note.

Transfers Pursuant to Regulation S. The following provisions shall apply with respect to the registration of any proposed transfer of a beneficial interest in a Transfer Restricted Note pursuant to Regulation S: (A1) The Security Registrar shall register any proposed transfer of a beneficial interest in a Transfer Restricted Note by a Holder pursuant to Regulation S by a Holder upon receipt of (1a) an appropriately completed assignment form and (2) a signed representation, in each case certificate of transfer in the form of the same attached to the applicable NoteNote and (b) a letter substantially in the form set forth in Exhibit E hereto from the proposed transferor. (B2) If the proposed transferee is an Agent Member and the beneficial interest in a Transfer Restricted Note to be transferred consists of an interest in a the QIB Global Note, upon receipt by the Security Registrar of (1x) the items letter, if any, required by paragraph (A1) above and (2y) instructions in accordance with the Depositary’s and the Security Registrar’s procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the applicable Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note to be transferred, and the Security Registrar shall reflect on its books and records the date and an appropriate a corresponding decrease in the principal amount of the QIB Global Note in an amount equal to the principal amount of the beneficial interest in such QIB Global NoteNote to be transferred. (3) Prior to the expiration of the Resale Restriction Termination Date, interests in the Regulation S Global Note may only be held through Euroclear or Clearstream.

Transfers Pursuant to Regulation S. The following provisions shall apply with respect to the registration of any proposed transfer of a beneficial interest in a Transfer Restricted Note pursuant to Regulation S: (A1) The Security Registrar shall register any proposed transfer of a beneficial interest in a Transfer Restricted Note by a Holder pursuant to Regulation S by a Holder upon receipt of (1A) an appropriately completed assignment form and (2) a signed representation, in each case certificate of transfer in the form of the same attached to the applicable NoteNote and (B) a letter substantially in the form set forth in Exhibit B hereto from the proposed transferor. (B2) If the proposed transferee is an Agent Member a Participant and the beneficial interest in a Transfer Restricted Note to be transferred consists of an interest in a QIB the Restricted Global Note, Note upon receipt by the Security Registrar of (1x) the items letter, if any, required by paragraph (A1) above and (2y) instructions in accordance with the Depositary’s Depository's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the applicable Regulation S Unrestricted Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Restricted Global Note to be transferred, and the Security Registrar shall reflect on its books and records the date and an appropriate a corresponding decrease in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the beneficial interest in such QIB Restricted Global NoteNote to be transferred.

Transfers Pursuant to Regulation S. The following provisions shall apply with respect to the registration of any proposed transfer of a beneficial interest in a Transfer Restricted Note pursuant to Regulation S: (Ai) The Security Registrar shall register any proposed transfer of a beneficial interest in a Transfer Restricted Note pursuant to Regulation S by a Holder upon receipt of (1) an appropriately completed assignment form and (2) a signed representation, in each case certificate of transfer in the form of set forth in Exhibit C hereto from the same attached to the applicable Noteproposed transferor. (Bii) If the proposed transferee is an Agent Member and the holding a beneficial interest in a QIB Global Note and the Transfer Restricted Note to be transferred consists of an interest in a QIB Global Note, upon receipt by the Security Registrar of (1x) the items letter, if any, required by paragraph (Ai) above and (2y) instructions in accordance with the Depositary’s and the Security Registrar’s procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the applicable Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note to be transferred, and the Security Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such the QIB Global Note.