Transfer of Interests in a Regulation S Global Note Sample Clauses

Transfer of Interests in a Regulation S Global Note. If a Holder of a beneficial interest in the Regulation S Global Note wishes at any time to transfer its beneficial interest in such Regulation S Global Note to a U.S. Person, such holder shall, subject to the provisions of this Section 2.5 and the Applicable Procedures, transfer its beneficial interest in such Regulation S Global Note for an equivalent interest in a Definitive Note or Rule 144A Global Note. Upon receipt by the Authenticating Agent of (A) an Investor Representation Letter and (B) a written order given in accordance with the Applicable Procedures, the Authenticating Agent shall approve the instructions from the Custodian to adjust the Depositary’s position in the Regulation S Global Note to reflect a reduction of the Aggregate Outstanding Amount thereof by the Aggregate Outstanding Amount of the beneficial interest thereof to be so transferred and concurrently with such reduction, in the case of a Rule 144A Global Note, instruct the Custodian to adjust the Depositary’s position in the Rule 144A Global Note of the same Class to reflect an increase of the Aggregate Outstanding Amount thereof by the same amount and to credit or cause to be credited to the account of the transferee a beneficial interest in such Rule 144A Global Note equal to the Aggregate Outstanding Amount of the Regulation S Global Note so reduced, and, in the case of a Definitive Note, the Co-Issuers shall execute and furnish to the Authenticating Agent (or Paying Agent, as directed by the Authenticating Agent) and the Authenticating Agent shall authenticate and deliver to such Holder a Definitive Note in the Aggregate Outstanding Amount equal to the amount of the reduction in the Aggregate Outstanding Amount of the Regulation S Global Note (which Definitive Note shall be mailed or otherwise delivered to such Holder from a location outside the United States). Interests in any Regulation S Global Note shall not be exchanged for or transferred to a Definitive Note (except pursuant to the preceding sentence and Section 2.2).
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