Common use of Rule 144A Global Certificate to Regulation S Global Certificate Clause in Contracts

Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate of a particular Class wishes at any time to transfer any of its beneficial interest in such Rule 144A Global Certificate to a person that is not a U.S. person (as defined in Regulation S under the Securities Act (“Regulation S”)), such holder shall, subject to the provisions of this Section 3.03, transfer its beneficial interest in such Rule 144A Global Certificate for an equivalent interest in a Regulation S Global Certificate of the same Class. Upon (A) receipt by the Certificate Registrar and the Depositor of (1) an Investor Representation Letter from such holder's transferee in the form of Exhibit E-3 hereto and (2) a Regulation S Transfer Certificate from such holder in the form of Exhibit E-2 hereto (as to which, in the case of the Book-Entry Certificates, the holder and such holder’s transferee will be deemed to have made the representations and warranties contained therein) and (B) receipt by the Certificate Registrar of a written order given in accordance with the Clearing Agency's Applicable Procedures, the Certificate Registrar shall adjust the Clearing Agency's position to reflect a reduction of the Class Principal Amount of the Rule 144A Global Certificate by the Class Principal Amount of the beneficial interest thereof to be so transferred and concurrently with such reduction, credit the Regulation S Global Certificate of the same Class to reflect an increase in the Class Principal Amount thereof by the same amount.

Rule 144A Global Certificate to Regulation S Global Certificate. If a holder Certificateholder of a beneficial interest in the Rule 144A Global Certificate of a particular Class wishes at any time to transfer any of its beneficial interest in such Rule 144A Global Certificate to a person that is not a Non-U.S. person (as defined in Regulation S under the Securities Act (“Regulation S”))Person, such holder Certificateholder shall, subject to the provisions of this Section 3.03, transfer its beneficial interest in such Rule 144A Global Certificate for an equivalent interest in a Regulation S Global Certificate of the same Class. Upon (A) receipt by the Certificate Registrar and the Depositor of (1) an Investor Representation Letter from such holderCertificateholder's transferee in the form of Exhibit E-3 hereto and (2) a Regulation S Transfer Certificate from such holder Certificateholder in the form of Exhibit E-2 hereto (as to which, in the case of the Book-Entry Certificates, the holder Certificateholder and such holderCertificateholder’s transferee will be deemed to have made the representations and warranties contained therein) and (B) receipt by the Certificate Registrar of a written order given in accordance with the Clearing Agency's ’s Applicable Procedures, the Certificate Registrar shall adjust the Clearing Agency's ’s position to reflect a reduction of the Class Principal Amount of the Rule 144A Global Certificate by the Class Principal Amount of the beneficial interest thereof to be so transferred and concurrently with such reduction, credit the Regulation S Global Certificate of the same Class to reflect an increase in the Class Principal Amount thereof by the same amount.

Rule 144A Global Certificate to Regulation S Global Certificate. If After the expiration of the ?40-day restricted period" (within the meaning of Rule 903(c)(3) of Regulation S), which date is January 25, 1999, if a holder Certificateholder of a beneficial interest in the Rule 144A Global Certificate of a particular Class deposited with the Depository wishes at any time to exchange its interest in such Rule 144A Global Certificate for an interest in a Regulation S Global Certificate, or to transfer any of its beneficial interest in such Rule 144A Global Certificate to a person that is not a U.S. person (as defined Person who wishes to take delivery thereof in the form of an interest in such Regulation S under the Securities Act (“Regulation S”))Global Certificate, such holder shallCertificateholder may, subject to the provisions rules and procedures of this Section 3.03Euroclear or Cedel and the Depository and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer its beneficial or cause the transfer of such interest in such Rule 144A Global Certificate for an equivalent interest in a such Regulation S Global Certificate. Upon receipt by the Trustee, as transfer agent, at the Corporate Trust Office of (1) instructions given in accordance with Euroclear or Cedel and the Depository's procedures from an agent member directing the Trustee to credit or cause to be credited such Regulation S Global Certificate of in an amount equal to the same Class. Upon (A) receipt by the Certificate Registrar and the Depositor of (1) an Investor Representation Letter from such holder's transferee interest in the form of Exhibit E-3 hereto and Rule 144A Global Certificate to be exchanged or transferred, (2) a Regulation S Transfer Certificate from such holder in the form of Exhibit E-2 hereto (as to which, in the case of the Book-Entry Certificates, the holder and such holder’s transferee will be deemed to have made the representations and warranties contained therein) and (B) receipt by the Certificate Registrar of a written order given in accordance with the Clearing AgencyDepository's Applicable Proceduresprocedures containing information regarding the participant account of the Depository and such order to contain information regarding the agent member's account with the Depository or Euroclear or Cedel to be credited with such increase and (3) a certificate given by the transferor (upon which the Trustee may conclusively rely), the Certificate Registrar Trustee, as transfer agent, shall adjust instruct the Clearing Agency's position Depository, its nominee, or the custodian for the Depository, as the case may be, to reduce or reflect on its records a reduction of the Class Principal Amount of the such Rule 144A Global Certificate by the Class Principal Amount aggregate principal amount of the beneficial interest thereof in such Rule 144A Global Certificate to be so exchanged or transferred and the Trustee, as transfer agent, shall instruct the Depository, its nominee, or the custodian for the Depository, as the case may be, concurrently with such reduction, credit to increase or reflect on its records an increase of the principal amount of such Regulation S Global Certificate by the aggregate principal amount of the same Class interest in such Rule 144A Global Certificate to reflect be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions an increase interest in such Regulation S Global Certificate equal to the reduction in the Class Principal Amount thereof by the same amountprincipal amount of such Rule 144A Global Certificate.