Permanent Regulation S Global Notes definition

Permanent Regulation S Global Notes has the meaning set forth in Section 4.2(b)(ii) of the Series 2018-1 Supplement.

Permanent Regulation S Global Notes means the Permanent Regulation S Global Notes substantially in the form of Exhibit A-3.

Permanent Regulation S Global Notes means the permanent global Notes issued in exchange for one or more Temporary Regulation S Global Notes upon certification that the beneficial interests in such global Note are owned by either Non-U.S. Persons or U.S. Persons who purchased such interests pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act.

Examples of Permanent Regulation S Global Notes in a sentence

• The aggregate principal amount of the Temporary Regulation S Global Notes or the Permanent Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Rule 144A Global Notes, as hereinafter provided.

• The aggregate initial principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Temporary Regulation S Global Notes or Permanent Regulation S Global Notes, as hereinafter provided.

• After the expiration of the applicable Restricted Period, interests in the Permanent Regulation S Global Notes may be transferred without requiring any certifications other than those set forth in this Section 4.4.

• If no Rule 144A Global Notes or Permanent Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue, and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate, a new Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.

• Such Global Notes shall be referred to herein as the “Permanent Regulation S Global Notes” and, together with the Temporary Regulation S Global Notes, as the “Regulation S Global Notes.” The Permanent Regulation S Global Notes shall be deposited with the Trustee, as custodian for the Depositary or its nominee for credit to the account of an Agent Member and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided.

More Definitions of Permanent Regulation S Global Notes

Permanent Regulation S Global Notes. The permanent book-entry notes in fully registered form without coupons that are exchangeable for Temporary Regulation S Global Notes after the expiration of the 40-day distribution compliance period and which will be registered with the Depositary.

Permanent Regulation S Global Notes is defined in Section 2.1(d) of the Indenture.

Permanent Regulation S Global Notes is defined in subsection 8.2(c)(ii).

Permanent Regulation S Global Notes means permanent Global Notes in registered form substantially in the form set forth in Exhibit A duly executed by the Company and authenticated by the Trustee as provided herein and shall bear the Private Placement Legend.

Permanent Regulation S Global Notes and, together with Temporary Regulation S Global Notes, “Regulation S Global Notes”) or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note or a Permanent Regulation S Global Note only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act. Beneficial interests in a Temporary Regulation S Global Note may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (substantially in the form of Exhibit III) to the effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). Rule 144A Global Notes, Temporary Regulation S Global Notes and Permanent Regulation S Global Notes are collectively referred to herein as “Restricted Global Notes.” Any other Notes in global form, without Restrictive Legends, are collectively referred to herein as “Unrestricted Global Notes” (together with Restricted Global Notes, “Global Notes”). The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

Permanent Regulation S Global Notes. 201 “Permitted Payment” ....................................................... 409 “Physical Notes” ............................................................. 201

Permanent Regulation S Global Notes. 201 415 “Permitted Payment” “Excess Proceeds” 409 “Declined Excess Proceeds” 411 “Physical Notes” “Covenant Defeasance” 201 411 “Predecessor Holdings” “Expiration Date” 1410 108 “Private Placement Legend” 203 1203 “Refinancing Agreement” “Financial Incurrence Tests” 410 “Declined Other Excess Proceeds” 121 67 1010271152v11010271152_5.doc 201 “Subsidiary Guaranteed Obligations” 1301 Defined in Section “Successor Company” “Reporting Date” 501 “Regulation S Global Notes” 405 “Successor Holding Company” 1410 201 “Suspended Covenants” “Restricted Payment” 416 409 “Suspension Date” 416 “Suspension Period” “Reversion Time” 416 “Regulation S Note Exchange Date” 416 “Temporary Regulation S Global Notes” “Refunding Capital Stock” 201 313 “Total Leverage Ratio Tested Committed Amount” “Rule 144A Global Notes” 407 Term 201 “Treasury Capital Stock” 409 409 “Trustee” “Rule 144A Physical Notes” 1205 “Regulation S Physical Notes” Section 103. Rules of Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Indenture have the meanings assigned to them in this Indenture; (2) “or” is not exclusive; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (4) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; (5) all references to “$” or “dollars” shall refer to the lawful currency of the United States of America; (6) the words “include,” “included” and “including,” as used herein, shall be deemed in each case to be followed by the phrase “without limitation,” if not expressly followed by such phrase or the phrase “but not limited to”; (7) words in the singular include the plural, and words in the plural include the singular; 201