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 Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a Security 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 the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the Depository’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 Securities in an amount equal to the principal amount of the beneficial interest in the U.S. Global Securities 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 Depository’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 Securities in an amount equal to the principal amount of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the Depository’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 Securities in an amount equal to the principal amount of the beneficial interest in the U.S. Global Securities 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 Depository’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 Securities in an amount equal to the principal amount of the U.S. Physical Global Securities or the U.S. Global Securities, as the case may be, to be transferred, transferred and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the Depository’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 Securities in an amount equal to the principal amount of the beneficial interest in the U.S. Global Securities 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 Depository’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 Securities in an amount equal to the principal amount of the U.S. Physical Global Securities or the U.S. Global Securities, as the case may be, to be transferred, transferred and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security constituting a Restricted Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a Security 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 the 41st day after the Issue Date, the The Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (iiiii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the Depository’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 Securities in an amount equal to the principal amount of the beneficial interest in the U.S. Global Securities 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 Depository’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 Securities in an amount equal to the principal amount of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior i. prior to the 41st day after the Issue Datedate on which such Security is originally issued, the Registrar shall register any proposed transfer of a Security 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 . on and after the 41st day after the Issue Datedate on which such Security is originally issued, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor; and on or after the 41st day after the date on which such Security is originally issued, the Registrar shall register any proposed transfer of any Offshore Physical Security or Permanent Offshore Global Security without requiring any certification. (iii) (a) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) or (ii) and (y) instructions in accordance with the Depository’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 Securities in an amount equal to the principal amount of the beneficial interest in the U.S. Global Securities 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 Depository’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 Securities in an amount equal to the principal amount of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security Note to a Non-U.S. Person: (i) Prior to 40 days from the 41st day after the Issue Dateinitial issuance of a series of Notes, the Registrar shall register any proposed transfer of a Security 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 40 days from the 41st day after the Issue Dateinitial issuance of a series of Notes, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security Note to be transferred is a U.S. Physical Security Note or an interest in the U.S. Global SecuritiesNote, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (iiiii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesNote, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iii) and (y) instructions in accordance with the Depository’s Depositary'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 at maturity of the U.S. Global Securities Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities 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 Depository’s Depositary'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 at maturity of the Offshore Global Securities Note in an amount equal to the principal amount at maturity of the U.S. Physical Securities Notes or the U.S. Global SecuritiesNote, as the case may be, to be transferred, and the Trustee Registrar shall cancel the U.S. Physical SecurityNote, if any, so transferred or decrease the amount of the U.S. Global SecurityNote.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security Note to a Non-U.S. Person: (i) Prior to the 41st day after the Issue DateDecember 24, 2003, the Registrar shall register any proposed transfer of a Security Note to a any 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 the 41st day after the Issue DateDecember 24, 2003, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security Note to be transferred is a U.S. Physical Security Note or an interest in the U.S. Global Securities, Note only upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (iii) (a) If the proposed transferor Transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesNote, upon receipt by the Registrar of (x) the documents, if any, documents required by paragraph (iii) and (y) instructions in accordance with the DepositoryDepositary’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 Securities Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities 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 DepositoryDepositary’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 Securities Note in an amount equal to the principal amount at maturity of the U.S. Physical Securities Notes or the U.S. Global SecuritiesNotes, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical SecurityNote, if any, so transferred or decrease the amount of the U.S. Global SecurityNote.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security Note to a Non-U.S. Person: (i) Prior to 40 days from the 41st day after the Issue Dateinitial issuance of a series of Notes, the Registrar shall register any proposed transfer of a Security 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 40 days from the 41st day after the Issue Dateinitial issuance of a series of Notes, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security Note to be transferred is a U.S. Physical Security Note or an interest in the U.S. Global SecuritiesNote, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (iiiii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesNote, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iii) and (y) instructions in accordance with the DepositoryDepositary’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 Securities Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities 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 DepositoryDepositary’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 Securities Note in an amount equal to the principal amount at maturity of the U.S. Physical Securities Notes or the U.S. Global SecuritiesNote, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical SecurityNote, if any, so transferred or decrease the amount of the U.S. Global SecurityNote.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto D-1 or D-2, as applicable, from the proposed transferor. (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of Exhibit D hereto D-1 or D-2, as applicable, from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the Depository’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 Securities in an amount equal to the principal amount of the beneficial interest in the U.S. Global Securities 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 Depository’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 Securities in an amount equal to the principal amount of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security Note to a Non-U.S. Person: (i) Prior to 40 days from the 41st day after the Issue Dateinitial issuance of a series of Notes, the Registrar shall register any proposed transfer of a Security 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 40 days from the 41st day after the Issue Dateinitial issuance of a series of Notes, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security Note to be transferred is a U.S. Physical Security Note or an interest in the U.S. Global SecuritiesNote, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (iiiii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesNote, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iii) and (y) instructions in accordance with the DepositoryDepositary’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 Securities Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities 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 DepositoryDepositary’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 Securities Note in an amount equal to the principal amount at maturity of the U.S. Physical Securities Notes or the U.S. Global SecuritiesNote, as the case may be, to be transferred, and the Trustee Registrar shall cancel the U.S. Physical SecurityNote, if any, so transferred or decrease the amount of the U.S. Global SecurityNote.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security Note to a Non-U.S. Person: (ia) Prior to 40 days from the 41st day after the Issue Dateinitial issuance of a series of Notes, the Registrar shall register any proposed transfer of a Security 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 40 days from the 41st day after the Issue Dateinitial issuance of a series of Notes, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security Note to be transferred is a U.S. Physical Security Note or an interest in the U.S. Global SecuritiesNote, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesNote, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iii) and (y) instructions in accordance with the Depository’s Depositary'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 at maturity of the U.S. Global Securities Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities 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 Depository’s Depositary'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 at maturity of the Offshore Global Securities Note in an amount equal to the principal amount at maturity of the U.S. Physical Securities Notes or the U.S. Global SecuritiesNote, as the case may be, to be transferred, and the Trustee Registrar shall cancel the U.S. Physical SecurityNote, if any, so transferred or decrease the amount of the U.S. Global SecurityNote.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior prior to the 41st day after the Issue Datedate on which such Security is originally issued, the Registrar shall register any proposed transfer of a Security 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 transferor and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor; and (ii) on or after the 41st day after the date on which such Security is originally issued, the Registrar shall register any proposed transfer of any Offshore Physical Security or Offshore Global Security without requiring any certification. (iii) (a) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) or (ii) and (y) instructions in accordance with the DepositoryDepositary’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 Securities in an amount equal to the principal amount of the beneficial interest in the U.S. Global Securities 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 Depository’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 Securities in an amount equal to the principal amount of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior prior to the 41st day after the Issue Datedate on which such Security is originally issued, the Registrar shall register any proposed transfer of a Security 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 on and after the 41st day after the Issue Datedate on which such Security is originally issued, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor; and on or after the 41st day after the date on which such Security is originally issued, the Registrar shall register any proposed transfer of any Offshore Physical Security or Permanent Offshore Global Security without requiring any certification. (iii) (a) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) or (ii) and (y) instructions in accordance with the DepositoryDepositary’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 Securities in an amount equal to the principal amount of the beneficial interest in the U.S. Global Securities 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 Depository’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 Securities in an amount equal to the principal amount of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.