Common use of Transfers to Foreign Persons Clause in Contracts

Transfers to Foreign Persons. The following provisions shall apply with respect to any transfer of a Transfer Restricted Security to a Foreign Person: (i) the Registrar shall register any proposed transfer of a Note to a Foreign Person upon receipt of a certificate substantially in the form of Exhibit E hereto from the proposed transferor and such certifications, legal opinions and other information as the Issuer (or the Trustee, at the instruction of the Issuer) may reasonably request; and (a) if the proposed transferor is an Agent Member holding a beneficial interest in the Rule 144A Global Note or the Notes to be transferred consists of Certificated Notes, upon receipt by the Registrar of (x) the documents required by clause (i) and (y) instructions in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Global Note in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note or cancel the Certificated Notes, as the case may be, to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of (x) the documents required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the Notes to be transferred.

Transfers to Foreign Persons. The following provisions shall apply with respect to any transfer of a Transfer Restricted Security to a Foreign Person: (i) the Registrar shall register any proposed transfer of a Note to a Foreign Person upon receipt of a certificate substantially in the form of Exhibit E hereto from the proposed transferor and such certifications, legal opinions and other information as the Issuer (Trustee or the Trustee, at the instruction of the Issuer) Issuer may reasonably request; and (ii) (a) if the proposed transferor is an Agent Member holding a beneficial interest in the Rule 144A Global Note or the Notes Note to be transferred consists of Certificated certificated Notes, upon receipt by the Registrar of (x) the documents documents, if any, required by clause (i) and (y) instructions in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books the Schedule of Increases and records Decreases the date and a decrease in the principal amount of the Rule 144A Global Note in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note or cancel the Certificated certificated Notes, as the case may be, to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of (x) the documents required by clause (i) and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books the Schedule of Increases and records Decreases the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the certificated Notes to be transferred, and the Trustee shall decrease the amount of the Rule 144A Global Note.

Transfers to Foreign Persons. The following provisions shall apply with respect to any transfer of a Transfer Restricted Security to a Foreign Person: (i) the Registrar shall register any proposed transfer of a Note to a Foreign Person upon receipt of a certificate substantially in the form of Exhibit E F hereto from the proposed transferor and such certifications, legal opinions and other information as the Issuer Issuers (or the Trustee, at the instruction of the IssuerIssuers) may reasonably request; and (ii) (a) if the proposed transferor is an Agent Member holding a beneficial interest in the Rule 144A Global Note or the Notes Note to be transferred consists of Certificated Notes, upon receipt by the Registrar of (x) the documents documents, if any, required by clause paragraph (i) and (y) instructions in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Global Note in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note or cancel the Certificated Notes, as the case may be, to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of (x) the documents required by clause (i) and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the Certificated Notes to be transferred, and the Trustee shall decrease the amount of the Rule 144A Global Note.