Common use of Regulation S Certificated Notes Clause in Contracts

Regulation S Certificated Notes. Any Purchase Money Note sold or transferred to a Person that (i) is not a U.S. Person and is acquiring the Purchase Money Notes in an Offshore Transaction (as defined in Regulation S of the Securities Act) in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act and (ii) is a Qualified Purchaser purchasing for its own account or for the account of a Qualified Purchaser, will only be issued in the form of a Certificated Note (each, a “Regulation S Certificated Note”). The Paying Agent shall require, prior the any sale or transfer of any Regulation S Certificated Note, that the prospective purchaser execute and deliver to the Paying Agent and the Company a certificate in the form of Exhibit C-2 attached to this Agreement or such other form as might be acceptable to the Paying Agent and counsel to the Company.

Regulation S Certificated Notes. Any Purchase Money Note sold or transferred to a Person that (i1) is not a U.S. Person and is acquiring the Purchase Money Notes in an Offshore Transaction (as defined in Regulation S of the Securities Act) in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act and (ii2) is a Qualified Purchaser purchasing for its own account or for the account of a Qualified Purchaser, will only be issued in the form of a Certificated Note (each, a “Regulation S Certificated Note”). The Paying Agent shall require, prior the any sale or transfer of any Regulation S Certificated Note, that the prospective purchaser execute and deliver to the Paying Agent and the Company a certificate in the form of Exhibit C-2 attached to this Agreement hereto or such other form as might may be acceptable to the Paying Agent and counsel to the Company.

Regulation S Certificated Notes. Any Purchase Money Note Note, if sold or transferred to a Person that (i) is not a U.S. Person and is acquiring the Purchase Money Notes in an Offshore Transaction (as such term is defined in Regulation S of the Securities ActS) in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act and (ii) is a Qualified Purchaser purchasing for its own account or for the account of a Qualified Purchaser, will only be issued in the form of a Certificated Note (each, a “Regulation S Certificated Note”). The Paying Agent shall is to require, prior the to any sale or transfer of any Regulation S Certificated Note, that the prospective purchaser execute and deliver to the Paying Agent and the Company a certificate in the form of Exhibit C-2 attached to this Agreement as Exhibit C- 2 or such other form as might may be acceptable to the Paying Agent and counsel to designated by the Company.