COMPANY OR ANY OF ITS SUBSIDIARIES, (B)
> > PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
> > THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
> > PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
> > INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
> > PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
> > INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
> > IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
> > PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
> > REGULATION S, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR OR (F) PURSUANT TO
> > RULE 144 UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION FROM THE
> > REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL
> > GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
> > TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY AND THE TRUSTEE
> > SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT
> > TO CLAUSE (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
> > CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II)
> > IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER
> > IN THE FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE
> > TRANSFEROR TO THE TRUSTEE."
>
>
(ii)
Upon any sale or transfer of a Transfer Restricted
> Security (including any beneficial interest in a Restricted Global Note)
> pursuant to Rule 144 under the Securities Act or pursuant to an effective
> registration statement under the Securities Act:
>
> >
(A)
in the case of any Transfer Restricted Security that is
> > a Definitive Note, the Registrar shall permit the Holder thereof to exchange
> > such Transfer Restricted Security for a Definitive Note that does not bear
> > the legend set forth in (i) above and rescind any restriction on the
> > transfer of such Transfer Restricted Security upon certification from the
> > transferring holder substantially in the form of Exhibit B-3 hereto; and
> >
> >
(B)
in the case of any beneficial interest in a Restricted
> > Global Note, such interest shall be sold or transferred in compliance with
> > the provisions of Section 2.06(a)(iv) hereof and the Global Note thereafter
> > representing such interest shall not be required to bear the legend set
> > forth in (i) above.
>
>
(iii)
[Intentionally Omitted.]
>
>
(iv)
Notwithstanding the foregoing, upon consummation of an
> Exchange Offer, the Company shall issue and, upon receipt of an authentication
> order in accordance with Section 2.02 hereof, the Trustee shall