the transfer involves a transfer of a beneficial
interest in a Rule 144A Global Security) a decrease in the principal amount of
such Rule 144A Global Security in an amount equal to the principal amount to be
transferred and (B) an increase in the principal amount of a Regulation S Global
Security in an amount equal to the principal amount to be transferred.
(B)
TRANSFERS TO QIBS.
THE FOLLOWING PROVISIONS SHALL APPLY WITH
RESPECT TO THE REGISTRATION OF ANY PROPOSED TRANSFER OF A RESTRICTED SECURITY TO
A PERSON PURPORTING TO BE A QIB (EXCLUDING TRANSFERS TO NON-U.S. PERSONS):
(I)
THE SECURITY REGISTRAR SHALL REGISTER THE TRANSFER OF ANY
RESTRICTED SECURITY IF SUCH TRANSFER IS BEING MADE BY A PROPOSED TRANSFEROR WHO
HAS CHECKED THE BOX PROVIDED FOR ON THE FORM OF SECURITY STATING, OR WHO HAS
OTHERWISE ADVISED THE COMPANY AND THE SECURITY REGISTRAR IN WRITING, THAT THE
TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED UNDER RULE 144A TO A TRANSFEREE WHO HAS SIGNED THE
CERTIFICATION PROVIDED FOR ON THE FORM OF SECURITY STATING, OR HAS OTHERWISE
ADVISED THE COMPANY AND THE SECURITY REGISTRAR IN WRITING, THAT SUCH
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TRANSFEREE REPRESENTS AND WARRANTS THAT IT IS PURCHASING THE SECURITY FOR ITS
OWN ACCOUNT OR AN ACCOUNT WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT
DISCRETION AND THAT EACH OF IT AND ANY SUCH ACCOUNT IS A QIB WITHIN THE MEANING
OF RULE 144A AND IS AWARE THAT THE SALE TO IT IS BEING MADE IN RELIANCE ON
RULE 144A AND ACKNOWLEDGES THAT IT HAS RECEIVED SUCH INFORMATION REGARDING THE
COMPANY AS IT HAS REQUESTED PURSUANT TO RULE 144A OR HAS DETERMINED NOT TO
REQUEST SUCH INFORMATION AND THAT IT IS AWARE THAT THE TRANSFEROR IS RELYING
UPON THE FOREGOING REPRESENTATIONS IN ORDER TO CLAIM THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144A; AND
(II)
THE SECURITY REGISTRAR SHALL REGISTER THE TRANSFER OF ANY
RESTRICTED SECURITY IF THE PROPOSED TRANSFEREE IS AN AGENT MEMBER, AND THE
SECURITIES TO BE TRANSFERRED CONSIST OF PHYSICAL SECURITIES WHICH AFTER TRANSFER
ARE TO BE EVIDENCED BY AN INTEREST IN THE RULE 144A GLOBAL SECURITY, UPON
RECEIPT BY THE SECURITY REGISTRAR OF INSTRUCTIONS GIVEN IN ACCORDANCE WITH THE
DEPOSITORY'S AND THE SECURITY REGISTRAR'S PROCEDURES, THE SECURITY REGISTRAR
SHALL REFLECT ON THE SECURITY REGISTER THE DATE AND AN INCREASE IN THE PRINCIPAL
AMOUNT OF THE RULE 144A GLOBAL SECURITY IN AN AMOUNT EQUAL TO THE PRINCIPAL
AMOUNT OF THE PHYSICAL SECURITIES TO BE TRANSFERRED, AND THE TRUSTEE SHALL
CANCEL THE PHYSICAL SECURITIES SO TRANSFERRED.
(C)
OTHER TRANSFERS.
IF A HOLDER PROPOSES TO TRANSFER A SECURITY
PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OTHER THAN AS PROVIDED FOR BY SECTIONS 314(A) AND 314(B), THE SECURITY
REGISTRAR SHALL ONLY REGISTER SUCH TRANSFER OR EXCHANGE IF SUCH TRANSFEROR
DELIVERS TO THE SECURITY REGISTRAR AND THE TRUSTEE AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY AND THE SECURITY REGISTRAR THAT SUCH TRANSFER IS IN
COMPLIANCE WITH