Regulation S Global Secured Notes Clause Samples

Regulation S Global Secured Notes. Unless otherwise agreed by the Issuer, the Notes of each Class sold to persons who are not U.S. persons in offshore transactions in reliance on Regulation S that are also Qualified Purchasers shall each be issued initially in the form of one temporary Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto, in the case of the Secured Notes (each, a “Temporary Regulation S Global Secured Note”), to be deposited on behalf of the subscribers for such Notes represented thereby with the Collateral Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Collateral Trustee as hereinafter provided. After the end of the Distribution Compliance Period, any Temporary Regulation S Global Secured Note may be exchanged for interests in one permanent Global Secured Note per Class in definitive, fully registered form without interest coupons substantially in the applicable form attached as Exhibit A-1 hereto, in the case of the Secured Notes (each, a “Regulation S Global Secured Note”), with a deemed representation from the beneficial owner(s) of such Temporary Regulation S Global Secured Note that such beneficial owner(s) are not “U.S. persons” (as defined in Regulation S) and are both (a) (1) Qualified Institutional Buyers or (2) Institutional Accredited Investors and (b) Qualified Purchasers; provided that, after the Distribution Compliance Period, the beneficial owners of a Temporary Regulation S Global Secured Note shall be deemed to have directed the Issuer to request that such beneficial interests in such Temporary Regulation S Global Secured Note be exchanged into a beneficial interest in a permanent Regulation S Global Secured Note. Notwithstanding anything to the contrary contained herein, under no circumstances will Non-Clearing Agency Notes be issued to beneficial owners of an interest in a Temporary Regulation S Global Secured Note.