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.