THE LEGENDS SET FORTH ON THE FORMS OF SECURITIES ATTACHED AS EXHIBIT A
(COLLECTIVELY, THE "LEGEND"), OR IF A REQUEST IS MADE TO REMOVE THE LEGEND ON A
SECURITY, THE SECURITIES SO ISSUED SHALL BEAR THE LEGEND, OR THE LEGEND SHALL
NOT BE REMOVED, AS THE CASE MAY BE, UNLESS THERE IS DELIVERED TO THE COMPANY AND
THE REGISTRAR SUCH SATISFACTORY EVIDENCE, WHICH SHALL INCLUDE AN OPINION OF
COUNSEL IF REQUESTED BY THE COMPANY OR SUCH REGISTRAR, AS MAY BE REASONABLY
REQUIRED BY THE COMPANY AND THE REGISTRAR, THAT NEITHER THE LEGEND NOR THE
RESTRICTIONS ON TRANSFER SET FORTH THEREIN ARE REQUIRED TO ENSURE THAT TRANSFERS
THEREOF COMPLY WITH THE PROVISIONS OF RULE 144A OR RULE 144 UNDER THE SECURITIES
16
ACT OR THAT SUCH SECURITIES ARE NOT "RESTRICTED" WITHIN THE MEANING OF RULE 144
UNDER THE SECURITIES ACT; PROVIDED THAT NO SUCH EVIDENCE NEED BE SUPPLIED IN
CONNECTION WITH THE SALE OF SUCH SECURITY PURSUANT TO A REGISTRATION STATEMENT
THAT IS EFFECTIVE AT THE TIME OF SUCH SALE.
UPON (1) PROVISION OF SUCH
SATISFACTORY EVIDENCE IF REQUESTED, OR (2) NOTIFICATION BY THE COMPANY TO THE
TRUSTEE AND REGISTRAR OF THE SALE OF SUCH SECURITY PURSUANT TO A REGISTRATION
STATEMENT THAT IS EFFECTIVE AT THE TIME OF SUCH SALE, THE TRUSTEE, AT THE
WRITTEN DIRECTION OF THE COMPANY, SHALL AUTHENTICATE AND DELIVER A SECURITY THAT
DOES NOT BEAR THE LEGEND.
IF THE LEGEND IS REMOVED FROM THE FACE OF A SECURITY
AND THE SECURITY IS SUBSEQUENTLY HELD BY AN AFFILIATE OF THE COMPANY, THE LEGEND
SHALL BE REINSTATED.
(B)
A GLOBAL SECURITY MAY NOT BE TRANSFERRED, IN
WHOLE OR IN PART, TO ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE OR ANY
SUCCESSOR THEREOF, AND NO SUCH TRANSFER TO ANY SUCH OTHER PERSON MAY BE
REGISTERED; PROVIDED THAT THE FOREGOING SHALL NOT PROHIBIT ANY TRANSFER OF A
SECURITY THAT IS ISSUED IN EXCHANGE FOR A GLOBAL SECURITY BUT IS NOT ITSELF A
GLOBAL SECURITY.
NO TRANSFER OF A SECURITY TO ANY PERSON SHALL BE EFFECTIVE
UNDER THIS INDENTURE OR THE SECURITIES UNLESS AND UNTIL SUCH SECURITY HAS BEEN
REGISTERED IN THE NAME OF SUCH PERSON.
NOTWITHSTANDING ANY OTHER PROVISIONS OF
THIS INDENTURE OR THE SECURITIES, TRANSFERS OF A GLOBAL SECURITY, IN WHOLE OR IN
PART, SHALL BE MADE ONLY IN ACCORDANCE WITH THIS SECTION 2.12.
(C)
SUBJECT TO SECTION 2.12(B) AND IN
COMPLIANCE WITH SECTION 2.12(D), EVERY SECURITY SHALL BE SUBJECT TO THE
RESTRICTIONS ON TRANSFER PROVIDED IN THE LEGEND.
WHENEVER ANY RESTRICTED
SECURITY OTHER THAN A RESTRICTED GLOBAL SECURITY IS PRESENTED OR SURRENDERED FOR
REGISTRATION OF TRANSFER OR IN EXCHANGE FOR A SECURITY REGISTERED IN A NAME
OTHER THAN THAT OF THE HOLDER, SUCH SECURITY MUST BE ACCOMPANIED BY A
CERTIFICATE IN SUBSTANTIALLY THE FORM SET FORTH IN EXHIBIT A, DATED THE DATE OF
SUCH SURRENDER AND SIGNED BY THE HOLDER OF SUCH SECURITY, AS TO COMPLIANCE WITH
SUCH RESTRICTIONS ON TRANSFER.
THE REGISTRAR SHALL NOT BE REQUIRED TO ACCEPT
FOR SUCH REGISTRATION OF TRANSFER OR EXCHANGE