Common use of Transfers to Non-U.S. Persons at Any Time Clause in Contracts

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in U.S. Global Notes, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (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 U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 Offshore Global Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Notes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Notes.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Prior to March 31, 2004, the Registrar shall register any proposed transfer of a Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after March 31, 2004, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global NotesNote, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global NotesNote, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iii) 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 at maturity of the U.S. Global Notes Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Notes Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 at maturity of the Offshore Global Notes Note in an amount equal to the principal amount at maturity of the U.S. Physical Notes or the U.S. Global NotesNote, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global NotesNote.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) Prior to the applicable Regulation S Global Notes Exchange Date, the Registrar shall not register any proposed transfer of a Note to a Non-U.S. Person pursuant to Rule 904 of Regulation S. (ii) The Registrar shall register any proposed transfer of a Note to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Definitive Note or an interest in U.S. a Permanent Global NotesNote, upon receipt of a certificate substantially in the form of Exhibit D hereto J from the proposed transferortransferor and a Confidentiality Agreement duly executed by such Non-U.S. Person. (iiiii) (a) If the proposed transferor is an Agent Member holding a beneficial interest Beneficial Interest in the U.S. a Permanent Global NotesNote, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iii) and (y) instructions in accordance with the DepositaryDTC’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 U.S. a Permanent Global Notes Note in an amount equal to the principal amount of the beneficial interest in the U.S. such Permanent Global Notes Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositaryDTC’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 Offshore Regulation S Global Notes Note of the relevant class in an amount equal to the principal amount of the U.S. Physical beneficial interest in such Permanent Global Note or any Definitive Notes or the U.S. issued in exchange for such interest in such Permanent Global Notes, as the case may be, Note to be transferred, and the Trustee shall cancel the Physical Definitive Note, if any, so transferred or decrease the amount of the U.S. Permanent Global NotesNote (upon written direction from the Registrar if different from the Trustee).

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in U.S. Global Notes, upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (ii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (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 U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 Offshore Global Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Notes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Notes.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of a Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit B hereto from the proposed transferor. (ii) On and after the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global NotesNote, upon receipt of a certificate substantially in the form of Exhibit D hereto B from the proposed transferor. (ii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global NotesNote, upon receipt by the Registrar of (x) the documents, if any, required by paragraph clause (iii) 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 U.S. Global Notes Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 Offshore Global Notes Note in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global NotesNote, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global NotesNote.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of a Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit C hereto from the proposed transferor. (ii) On and after the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global NotesNote, upon receipt of a certificate substantially in the form of Exhibit D hereto C from the proposed transferor. (iiiii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global NotesNote, upon receipt by the Registrar of (x) the documents, if any, required by paragraph clause (iii) 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 U.S. Global Notes Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 Offshore Global Notes Note in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global NotesNote, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global NotesNote.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a any Note that is not an Unrestricted Note to a Non-U.S. PersonPerson pursuant to Regulation S under the Securities Act: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in U.S. Global NotesPerson, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Restricted Global Notes, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (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 U.S. Restricted Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Restricted Global Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 Offshore Global Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Notes, as the case may be, to be transferred, and the Trustee shall cancel the Restricted Physical Note, if any, so transferred or decrease the amount of the U.S. Restricted Global Notes.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is of a U.S. Physical Note Rule 144A Definitive Registered Security or an interest in U.S. a Rule 144A Global Notes, Note may be made upon receipt by the Trustee of a certificate substantially in the form of Exhibit D E hereto from the proposed transferor. (ii) (a) If the proposed transferor is an Agent Member a Participant holding a beneficial interest in the U.S. a Rule 144A Global NotesNote, upon receipt by the Registrar Trustee of (xA) the documents, if any, required by paragraph (i) and (yB) instructions in accordance with the Depositary’s procedures of DTC and the Registrar’s proceduresBook-Entry Depositary, the Registrar Book-Entry Depositary shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Rule 144A Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Rule 144A Global Notes to be transferred, and (b) if the proposed transferee is an Agent Membera Participant, upon receipt by the Registrar Book-Entry Depositary of instructions given in accordance with the Depositary’s procedures of DTC and the Registrar’s proceduresBook-Entry Depositary, the Registrar Book-Entry Depositary shall reflect on its books and records the date and an increase in the principal amount of the Offshore Regulation S Global Notes in an amount equal to the principal amount of the U.S. Physical Notes Rule 144A Definitive Registered Security or the U.S. Rule 144A Global Notes, as the case may be, to be transferred, and the Trustee shall cancel the Physical NoteDefinitive Registered Security, if any, so transferred or decrease the amount of the U.S. Rule 144A Global Notes.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (ia) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in U.S. Global Notes, upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (ii) (a1) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ia) 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 applicable U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the applicable U.S. Global Notes to be transferred, and (b2) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 applicable Offshore Global Notes in an amount equal to the principal amount of the applicable U.S. Physical Notes or the U.S. Global Notes, as the case may be, to be transferred, and the Trustee shall cancel the applicable U.S. Physical Note, if any, so transferred or decrease the amount of the applicable U.S. Global Notes.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in U.S. Global Notes, upon receipt of a certificate substantially in the form of Exhibit EXHIBIT D hereto from the proposed transferor. (ii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iii) 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 U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 Offshore Global Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Notes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Notes.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in U.S. Global Notes, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Notes, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iii) 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 U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 Offshore Global Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Notes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Notes.