Common use of Transfer of Certificated Notes to Global Notes Clause in Contracts

Transfer of Certificated Notes to Global Notes. If a Class A Noteholder wishes at any time to transfer its interest in a Certificated Note to a Person who wishes to take delivery thereof in the form of a Global Note, such Class A Noteholder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Note for a beneficial interest in an applicable Global Note. Upon receipt by the Class A Note Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B1 (in the case of transfer to a Regulation S Global Note) or Exhibit B3 (in the case of transfer to a Rule 144A Global Note) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B4 (in case of transfer to a Rule 144A Global Note) or Exhibit B5 (in case of transfer to a Regulation S Global Note) attached hereto executed by the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global Note in an amount equal to the Certificated Notes to be transferred or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the participant’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Class A Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Class A Note Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the applicable Global Note equal to the principal amount of the Certificated Note transferred or exchanged.

Transfer of Certificated Notes to Global Notes. If a Class A Noteholder Holder of a Certificated Note wishes at any time to transfer its interest in a such Certificated Note to a Person who wishes to take delivery thereof in the form of a Global Note, such Class A Noteholder Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Note for a beneficial interest in an applicable Global Note. Upon receipt by the Class A Note Registrar Registrar, pursuant to the Paying Agent Agreement, of (A) a Holder’s 's Certificated Note properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B1 (in the case of transfer to a Regulation S Global Note) or Exhibit B3 (in the case of transfer to a Rule 144A Global Note) attached hereto executed Purchaser Representation Letter delivered by the transferor and transferee stating that such transferee is either a certificate substantially in the form of Exhibit B4 Qualified Institutional Buyer (in case of transfer with respect to a Rule 144A Global Note) or Exhibit B5 a non-U.S. person purchasing such beneficial interest in an offshore transaction pursuant to Regulation S (in case of transfer with respect to a Regulation S Global Note) attached hereto executed by the transferee), (C) instructions given in accordance with Euroclear, Clearstream or DTC’s 's procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global Note in an amount equal to the Certificated Notes to be transferred or exchanged, and (D) a written order given in accordance with DTC’s 's procedures containing information regarding the participant’s 's account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Class A Note Registrar Registrar, pursuant to the Paying Agent Agreement, shall cancel such Certificated Note in accordance with Section 2.9Note, record the transfer in the Class A Note Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the applicable Global Note equal to the principal amount of the Certificated Note transferred or exchanged.

Transfer of Certificated Notes to Global Notes. If a Class A Noteholder Holder of a Certificated Note wishes at any time to transfer exchange its interest in such Certificated Note for a beneficial interest in a Global Note or to transfer such Certificated Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Global Note, such Class A Noteholder Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may beEuroclear and/or Clearstream, exchange or transfer, or cause the exchange or transfer of, such Certificated Note for a beneficial interest in an applicable a Global Note. Upon receipt by the Class A Note Trustee or the Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to the transferee, ; (B) a certificate certificates substantially in the form forms of Exhibit B1 (in the case of transfer to a Regulation S Global Note) or and Exhibit B3 (in the case of transfer to a Rule 144A Global Note) attached hereto executed by the transferor and a certificate substantially in the form of either Exhibit B4 or Exhibit B5, as applicable (in case provided that no such transferor or transferee certificate shall be required if a Holder of transfer a Certificated Note on the Closing Date that has provided all required certifications to the Issuer upon acquisition thereof wishes to exchange a Rule 144A Certificated Note for a Global Note) or Exhibit B5 (in case of transfer to a Regulation S Global Note) attached hereto executed by the transferee, ); (C) instructions given in accordance with DTC’s, Euroclear, Clearstream or DTC’s procedures, as the case may be, and/or Clearstream’s procedures from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global Note Notes in an amount equal to the Certificated Notes to be transferred or exchanged, ; and (D) a written order given in accordance with DTC’s, Euroclear’s and/or Clearstream’s procedures containing information regarding the participant’s account at of DTC and/or Euroclear or Clearstream to be credited with such increase, the Class A Note Trustee or the Registrar shall cancel such Certificated Note in accordance with Section 2.92.10, record the transfer in the Class A Note Register in accordance with Section 2.5(a2.6(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the applicable corresponding Global Note equal to the principal amount of the Certificated Note transferred or exchanged. Notwithstanding the foregoing, the Committed Purchaser may only exchange all or any portion of its interest in the Committed Purchaser Note for an interest in a Global Note (1) on any date, up to the principal amount that was outstanding under such Certificated Note on the immediately preceding Payment Date (after giving effect to all payments thereon on such Payment Date) and (2) at any time after the first Payment Date following the date on which the Draw Period ends.

Transfer of Certificated Notes to Global Notes. If a Class A Noteholder Holder of a Certificated Note wishes at any time to transfer its interest in a such Certificated Note to a Person who wishes to take delivery thereof in the form of a Global Note, such Class A Noteholder Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Note for a beneficial interest in an applicable Global Note. Upon receipt by the Class A Note Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B1 (in the case of transfer to a Regulation S Global Note) or Exhibit B3 (in the case of transfer to a Rule 144A Global Note) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B4 (in case of transfer to a Rule 144A Global Note) or Exhibit B5 (in case of transfer to a Regulation S Global Note) attached hereto executed by the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global Note in an amount equal to the Certificated Notes to be transferred or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the participant’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Class A Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Class A Note Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the applicable Global Note equal to the principal amount of the Certificated Note transferred or exchanged.

Transfer of Certificated Notes to Global Notes. If a Class A Noteholder wishes at any time to transfer its interest in a Certificated Note to a Person who wishes to take delivery thereof in the form of a Global Note, such Class A Noteholder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Note for a beneficial interest in an applicable Global Note. Upon receipt by the Class A Note Registrar of (A) a Holder’s Certificated Note properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B1 (in the case of transfer to a Regulation S Global Note) or Exhibit B3 (in the case of transfer to a Rule 144A Global Note) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B4 (in case of transfer to a Rule 144A Global Note) or Exhibit B5 (in case of transfer to a Regulation S Global Note) attached hereto executed by the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global Note in an amount equal to the Certificated Notes to be transferred or exchanged, and (D) a written order given in accordance with DTC’s procedures containing information regarding the participant’s account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Class A Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Class A Note Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the applicable Global Note equal to the principal amount of the Certificated Note transferred or exchanged.

Transfer of Certificated Notes to Global Notes. If a Class A Noteholder wishes at any time to transfer its interest in a Certificated Note to a Person who wishes to take delivery thereof in the form of a Global Note, such Class A Noteholder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Note for a beneficial interest in an applicable Global Note. Upon receipt by the Class A Note Registrar of (A) a Holder’s 's Certificated Note properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B1 (in the case of transfer to a Regulation S Global Note) or Exhibit B3 (in the case of transfer to a Rule 144A Global Note) attached hereto executed by the transferor and a certificate substantially in the form of Exhibit B4 (in case of transfer to a Rule 144A Global Note) or Exhibit B5 (in case of transfer to a Regulation S Global Note) attached hereto executed by the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s 's procedures, as the case may be, from an Agent Member to instruct DTC to cause to be credited a beneficial interest in the applicable Global Note in an amount equal to the Certificated Notes to be transferred or exchanged, and (D) a written order given in accordance with DTC’s 's procedures containing information regarding the participant’s 's account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Class A Note Registrar shall cancel such Certificated Note in accordance with Section 2.9, record the transfer in the Class A Note Register in accordance with Section 2.5(a) and approve the instructions at DTC, concurrently with such cancellation, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the applicable Global Note equal to the principal amount of the Certificated Note transferred or exchanged.

Transfer of Certificated Notes to Global Notes. If a Class A Noteholder Holder of a Certificated Note wishes at any time to transfer its interest in a such Certificated Note to a Person person who wishes to take delivery thereof in the form of a beneficial interest in a Global NoteNote of the same Class, such Class A Noteholder Holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such Certificated Note for a beneficial interest in an applicable a Global NoteNote of the same Class. Upon receipt by the Class A Note Registrar of (A) a Holder’s 's Certificated Note properly endorsed for assignment to the transferee, (B) a certificate substantially in the form of Exhibit B1 B-1 or (in the case of transfer to a Regulation S Global Noteif applicable) or Exhibit B3 (in the case of transfer to a Rule 144A Global Note) B-2 attached hereto executed by the transferor and a certificate certificates substantially in the form of Exhibit B4 (in case of transfer to a Rule 144A Global Note) or B-3 and Exhibit B5 (in case of transfer to a Regulation S Global Note) B-4 attached hereto executed by the transferee, (C) instructions given in accordance with Euroclear, Clearstream or DTC’s 's procedures, as the case may be, from an Agent Member to instruct approve the instructions at DTC to cause to be credited a beneficial interest in the applicable Global Note Notes in an amount equal to the Certificated Notes to be transferred or exchangedtransferred, and (D) a written order given in accordance with DTC’s 's procedures containing information regarding the participant’s 's account at DTC and/or Euroclear or Clearstream to be credited with such increase, the Class A Note Registrar shall cancel such Certificated Note in accordance with Section 2.92.10, record the transfer in the Class A Note Register in accordance with Section 2.5(a2.6(a) and approve the instructions at instruct DTC, concurrently with such cancellation, to credit or cause request to be credited to the securities account of the Person person specified in such instructions a beneficial interest in the applicable corresponding Global Note equal to the principal amount of the Certificated Note transferred or exchangedtransferred.