Common use of Regulation S Security to Rule 144A Debenture Clause in Contracts

Regulation S Security to Rule 144A Debenture. If a holder of a beneficial interest in the Temporary Regulation S Debenture or the Permanent Regulation S Debenture which is deposited with the Depository wishes at any time to exchange its interest for an interest in the Rule 144A Debenture, or to transfer its interest in such Temporary Regulation S Debenture or Permanent Regulation S Debenture to a Person who wishes to take delivery thereof in the form of an interest in such Rule 144A Debenture, such holder may, subject to the rules and procedures of Euroclear or Clearstream, Luxembourg and the Depository, as the case may be, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in such Rule 144A Debenture. Upon receipt by the Trustee, as transfer agent, at its principal corporate trust office in The City of New York of (1) instructions from Euroclear or Clearstream, Luxembourg or the Depository, as the case may be, directing the Trustee, as transfer agent, to credit or cause to be credited a beneficial interest in the Rule 144A Debenture in an amount equal to the beneficial interest in the Temporary Regulation S Debenture or the Permanent Regulation S Debenture to be exchanged or transferred, such instructions to contain information regarding the agent member's account with the Depository to be credited with such increase, and (2) with respect to an exchange or transfer of an interest in the Temporary Regulation S Debenture (but not the Permanent Regulation S Debenture) for an interest in the Rule 144A Debenture, a certificate substantially in the form of Exhibit D hereto given by the holder of such beneficial interest, the Trustee, as transfer agent, shall instruct the 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 Temporary Regulation S Debenture or such Permanent Regulation S Debenture, as the case may be, by the aggregate principal amount of the beneficial interest in such Temporary Regulation S Debenture or such Permanent Regulation S Debenture to be 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, to increase or reflect on its records an increase of the principal amount of such Rule 144A Debenture by the aggregate principal amount of the beneficial interest in such Permanent Regulation S Debenture or such Temporary Regulation S Debenture, as the case may be, to be so exchanged or transferred, and to credit or

Regulation S Security to Rule 144A Debenture. If a holder of a beneficial interest in the Temporary Regulation S Debenture or the Permanent Regulation S Debenture which is deposited with the Depository wishes at any time to exchange its interest for an interest in the Rule 144A Debenture, or to transfer its interest in such Temporary Regulation S Debenture or Permanent Regulation S Debenture to a Person who wishes to take delivery thereof in the form of an interest in such Rule 144A Debenture, such holder may, subject to the rules and procedures of Euroclear or Clearstream, Luxembourg and the Depository, as the case may be, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in such Rule 144A Debenture. Upon receipt by the Trustee, as transfer agent, at its principal corporate trust office in The City of New York of (1) instructions from Euroclear or Clearstream, Luxembourg or the Depository, as the case may be, directing the Trustee, as transfer agent, to credit or cause to be credited a beneficial interest in the Rule 144A Debenture in an amount equal to the beneficial interest in the Temporary Regulation S Debenture or the Permanent Regulation S Debenture to be exchanged or transferred, such instructions to contain information regarding the agent member's account with the Depository to be credited with such increase, and (2) with respect to an exchange or transfer of an interest in the Temporary Regulation S Debenture (but not the Permanent Regulation S Debenture) for an interest in the Rule 144A Debenture, a certificate substantially in the form of Exhibit D hereto given by the holder of such beneficial interest, the Trustee, as transfer agent, shall instruct the 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 Temporary Regulation S Debenture or such Permanent Regulation S Debenture, as the case may be, by the aggregate principal amount of the beneficial interest in such Temporary Regulation S Debenture or such Permanent Regulation S Debenture to be 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, to increase or reflect on its records an increase of the principal amount of such Rule 144A Debenture by the aggregate principal amount of the beneficial interest in such Permanent Regulation S Debenture or such Temporary Regulation S Debenture, as the case may be, to be so exchanged or transferred, and to credit oran

Regulation S Security to Rule 144A Debenture. If a holder of a beneficial interest in the Temporary Regulation S Debenture or the Permanent Regulation S Debenture which is deposited with the Depository wishes at any time to exchange its interest for an interest in the Rule 144A Debenture, or to transfer its interest in such Temporary Regulation S Debenture or Permanent Regulation S Debenture to a Person who wishes to take delivery thereof in the form of an interest in such Rule 144A Debenture, such holder may, subject to the rules and procedures of Euroclear or Clearstream, Luxembourg Cedel and the Depository, as the case may be, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in such Rule 144A Debenture. Upon receipt by the Trustee, as transfer agent, at its principal corporate trust office in The City of New York of (1) instructions from Euroclear or Clearstream, Luxembourg Cedel or the Depository, as the case may be, directing the Trustee, as transfer agent, to credit or cause to be credited a beneficial interest in the Rule 144A Debenture in an amount equal to the beneficial interest in the Temporary Regulation S Debenture or the Permanent Regulation S Debenture to be exchanged or transferred, such instructions to contain information regarding the agent member's account with the Depository to be credited with such increase, and (2) with respect to an exchange or transfer of an interest in the Temporary Regulation S Debenture (but not the Permanent Regulation S Debenture) for an interest in the Rule 144A Debenture, a certificate substantially in the form of Exhibit D hereto given by the holder of such beneficial interest, the Trustee, as transfer agent, shall instruct the 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 Temporary Regulation S Debenture or such Permanent Regulation S Debenture, as the case may be, by the aggregate principal amount of the beneficial interest in such Temporary Regulation S Debenture or such Permanent Regulation S Debenture to be 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, to increase or reflect on its records an increase of the principal amount of such Rule 144A Debenture by the aggregate principal amount of the beneficial interest in such Permanent Regulation S Debenture or such Temporary Regulation S Debenture, as the case may be, to be so exchanged or transferred, and to credit oror cause to be credited to the account of the Person