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

Rule 144A Debenture to Temporary Regulation S Debenture. Prior to the expiration of the "40-day restricted period" (within the meaning of Rule 903(c)(3) of Regulation S) (the "Restricted Period"), if a holder of a beneficial interest in a Rule 144A Debenture deposited with the Depository wishes at any time to exchange all or a portion of its interest in such Rule 144A Debenture for an interest in the Temporary Regulation S Debenture, or to transfer all or a portion of its interest in such Rule 144A Debenture to a Person who wishes to take delivery thereof in the form of an interest in such Temporary Regulation S Debenture, such holder may, subject to the rules and procedures of the Depository 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 Temporary Regulation S Debenture. Upon receipt by the Trustee, as transfer agent, at its principal corporate trust office in The City of New York of (1) instructions given in accordance with the Depository's procedures from an agent member directing the Trustee to credit or cause to be credited a beneficial interest in the Temporary Regulation S Debenture in an amount equal to the beneficial interest in the Rule 144A Debenture to be exchanged or transferred, (2) a written order given in accordance with the Depository's procedures containing information regarding the account at Euroclear Bank, as operator of the Euroclear System ("Euroclear"), or Clearstream Banking, societe anonyme (formerly Cedelbank) ("Clearstream, Luxembourg") to be credited with such increase and the name of such account and (3) a certificate substantially in the form of Exhibit B 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 Rule 144A Debenture by the aggregate principal amount of the beneficial interest in such Rule 144A Debenture 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, to increase or reflect on its records an increase of the principal amount of such Temporary Regulation S Debenture by the aggregate principal amount of the beneficial interest in such Rule 144A Debenture to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, Luxembourg, or both, as the case may be) a beneficial interest in such Temporary Regulation S Debenture equal to the reduction in the principal amount of such Rule 144A Debenture.

Rule 144A Debenture to Temporary Regulation S Debenture. Prior to the expiration of the "40-day restricted period" (within the meaning of Rule 903(c)(3) of Regulation S) (the "Restricted Period"), if a holder of a beneficial interest in a Rule 144A Debenture deposited with the Depository wishes at any time to exchange all or a portion of its interest in such Rule 144A Debenture for an interest in the Temporary Regulation S Debenture, or to transfer all or a portion of its interest in such Rule 144A Debenture to a Person who wishes to take delivery thereof in the form of an interest in such Temporary Regulation S Debenture, such holder may, subject to the rules and procedures of the Depository 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 Temporary Regulation S Debenture. Upon receipt by the Trustee, as transfer agent, at its principal corporate trust office in The City of New York of (1) instructions given in accordance with the Depository's procedures from an agent member directing the Trustee to credit or cause to be credited a beneficial interest in the Temporary Regulation S Debenture in an amount equal to the beneficial interest in the Rule 144A Debenture to be exchanged or transferred, (2) a written order given in accordance with the Depository's procedures containing information regarding the Euroclear or Cedel account at Euroclear Bank, as operator of the Euroclear System ("Euroclear"), or Clearstream Banking, societe anonyme (formerly Cedelbank) ("Clearstream, Luxembourg") to be credited with such increase and the name of such account and (3) a certificate substantially in the form of Exhibit B 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 Rule 144A Debenture by the aggregate principal amount of the beneficial interest in such Rule 144A Debenture 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, to increase or reflect on its records an increase of the principal amount of such Temporary Regulation S Debenture by the aggregate principal amount of the beneficial interest in such Rule 144A Debenture to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, LuxembourgCedel, or both, as the case may be) a beneficial interest in such Temporary Regulation S Debenture equal to the reduction in the principal amount of such Rule 144A Debenture.

Rule 144A Debenture to Temporary Regulation S Debenture. Prior to the expiration of the "40-day restricted period" (within the meaning of Rule 903(c)(3) of Regulation S) (the "Restricted Period"), if a holder of a beneficial interest in a Rule 144A Debenture deposited with the Depository wishes at any time to exchange all or a portion of its interest in such Rule 144A Debenture for an interest in the Temporary Regulation S Debenture, or to transfer all or a portion of its interest in such Rule 144A Debenture to a Person who wishes to take delivery thereof in the form of an interest in such Temporary Regulation S Debenture, such holder may, subject to the rules and procedures of the Depository 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 Temporary Regulation S Debenture. Upon receipt by the Trustee, as transfer agent, at its principal corporate trust office in The City of New York of (1) instructions given in accordance with the Depository's procedures from an agent member directing the Trustee to credit or cause to be credited a beneficial interest in the Temporary Regulation S Debenture in an amount equal to the beneficial interest in the Rule 144A Debenture to be exchanged or transferred, (2) a written order given in accordance with the Depository's procedures containing information regarding the account at Euroclear BankBank S.A./N.V., as operator of the Euroclear System ("Euroclear"), or Clearstream Banking, societe anonyme (formerly Cedelbank) ("Clearstream, Luxembourg") to be credited with such increase and the name of such account and (3) a certificate substantially in the form of Exhibit B 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 Rule 144A Debenture by the aggregate principal amount of the beneficial interest in such Rule 144A Debenture 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, to increase or reflect on its records an increase of the principal amount of such Temporary Regulation S Debenture by the aggregate principal amount of the beneficial interest in such Rule 144A Debenture to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, Luxembourg, or both, as the case may be) a beneficial interest in such Temporary Regulation S Debenture equal to the reduction in the principal amount of such Rule 144A Debenture.