OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (2) IN THE CASE OF A
TRANSFER TO A NON-U.S. PERSON, THE TRANSFEROR HAS DELIVERED TO THE REGISTRAR A
CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBIT D HERETO; AND
(II)
IF THE PROPOSED TRANSFEROR IS AN AGENT
MEMBER HOLDING A BENEFICIAL INTEREST IN A GLOBAL NOTE, UPON RECEIPT BY THE
REGISTRAR OF (X) THE CERTIFICATE, CERTIFICATIONS, LEGAL OPINIONS AND OTHER
INFORMATION, IF ANY, REQUIRED BY PARAGRAPH (I) ABOVE AND (Y) INSTRUCTIONS GIVEN
IN ACCORDANCE WITH THE DEPOSITORY'S AND THE REGISTRAR'S PROCEDURES,
whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in a Global Note to be transferred,
and (b) the Company shall execute, the Subsidiary Guarantors shall execute the
Subsidiary Guarantee endorsed thereon and the Trustee shall authenticate and
deliver one or more Physical Notes of like tenor and amount.
(B)
TRANSFERS TO QIBS.
THE FOLLOWING PROVISIONS
SHALL APPLY WITH RESPECT TO THE REGISTRATION OF ANY PROPOSED TRANSFER OF A NOTE
CONSTITUTING A RESTRICTED NOTE TO A QIB (EXCLUDING TRANSFERS TO NON-U.S.
PERSONS):
(I)
THE REGISTRAR SHALL REGISTER THE
TRANSFER IF SUCH TRANSFER IS BEING MADE BY A PROPOSED TRANSFEROR WHO HAS CHECKED
THE BOX PROVIDED FOR ON THE FORM OF NOTE STATING, OR HAS OTHERWISE ADVISED THE
COMPANY AND THE REGISTRAR IN WRITING, THAT THE SALE HAS BEEN MADE IN COMPLIANCE
WITH THE PROVISIONS OF RULE 144A TO A TRANSFEREE WHO HAS SIGNED THE
CERTIFICATION PROVIDED FOR ON THE FORM OF NOTE STATING, OR HAS OTHERWISE ADVISED
THE COMPANY AND THE REGISTRAR IN WRITING, THAT IT IS PURCHASING THE NOTE FOR ITS
OWN ACCOUNT OR AN ACCOUNT WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT
DISCRETION AND THAT IT AND ANY SUCH ACCOUNT IS A QIB WITHIN THE MEANING OF
RULE 144A, AND IS AWARE THAT THE SALE TO IT IS
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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 ITS FOREGOING REPRESENTATIONS IN ORDER TO CLAIM THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144A; AND
(II)
IF THE PROPOSED TRANSFEREE IS AN AGENT
MEMBER, AND THE NOTES TO BE TRANSFERRED CONSIST OF PHYSICAL NOTES WHICH AFTER
TRANSFER ARE TO BE EVIDENCED BY AN INTEREST IN THE GLOBAL NOTE, UPON RECEIPT BY
THE REGISTRAR OF INSTRUCTIONS GIVEN IN ACCORDANCE WITH THE DEPOSITORY'S AND THE
REGISTRAR'S PROCEDURES, THE REGISTRAR SHALL REFLECT ON ITS BOOKS AND RECORDS THE
DATE AND AN INCREASE IN THE PRINCIPAL AMOUNT OF THE GLOBAL NOTE IN AN AMOUNT
EQUAL TO THE PRINCIPAL AMOUNT OF THE PHYSICAL NOTES TO BE TRANSFERRED, AND THE
TRUSTEE SHALL