Common use of Transfers to QIBs Clause in Contracts

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Global Certificate, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Initial Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Global Certificate, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial a Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Global CertificateCertificate prior to the Regulation S Restricted Date, 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 Initial U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto stating, or has otherwise advised the Trustee and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who who, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of Initial Certificate and, in the case of an Offshore Global Certificate transferred prior to the Regulation S Restricted Date, who has signed the certification provided for in Exhibit E hereto, stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 has been advised of the applicable transfer restrictions relating to the Certificates and acknowledges that it has received such information regarding the Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such U.S. Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial a Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Global Certificate, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTCthe Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):): The Security Register shall register such transfer if it complies with all other applicable requirements of the Indenture and, (i) If if (x) such transfer is after the Certificate relevant Resale Restriction Termination Date with respect to be transferred consists of U.S. Physical Certificates such Note or an interest in any Temporary Offshore Global Certificate, the Registrar shall register the transfer if (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Initial Certificate such Note stating, or has otherwise advised certified to the Security Register, the Issuer and the Trustee 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 Initial Certificate such Note stating, or has otherwise advised certified to the Security Register, the Issuer and the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate such Note for its own account or an account with respect to which it exercises sole investment discretion discretion, and that it, or the Person on whose behalf each of it is acting with respect to and any such account, 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 Trust and/or the Company Issuer 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.144A; and (ii) Upon if the proposed transferor is or is acting through a member of, or participant in, the Depositary (“Agent Member”) holding a beneficial interest in a Global Note, upon receipt by the Registrar Security Register, the Issuer and the Trustee of (x) the documents referred to in forms, certifications and other information, if any, required by clause (ib)(i)(y) above and (y) written instructions given in accordance with DTC's the procedures of the Security Register and of the Registrar's procedures thereforDepositary, whereupon (A) the Registrar Security Register shall reflect on its books and records the date of such transfer and an increase a decrease in the principal amount of the U.S. relevant Global Certificate Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests beneficial interest in the Temporary Offshore relevant Global Certificate, as the case may be, being Note to be transferred, and (B) if the Trustee proposed transferee is or is acting through an Agent Member, the Security Register shall cancel such Physical Certificates or decrease reflect on its books and records the date and an increase in the principal amount of such Temporary Offshore the Restricted Global Certificate Note in an amount equal to the principal amount of the beneficial interest being so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Initial Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Global CertificateCertificate prior to the Regulation S Restricted Date, 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 Initial U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto stating, or has otherwise advised the Trustee and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who who, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of Initial Certificate and, in the case of an Offshore Global Certificate transferred prior to the Regulation S Restricted Date, who has signed the certification provided for in Exhibit E hereto, stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 has been advised of the applicable transfer restrictions relating to the Initial Certificates and acknowledges that it has received such information regarding the Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such U.S. Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Global Certificate, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTCthe Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Global Certificate, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTCthe Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate Certificates to be transferred consists of U.S. Physical Certificated Certificates or an interest in any a Temporary Offshore Global CertificateRegulation S Global, 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 Initial Certificate stating, or has otherwise advised the Trustee Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who which has signed the certification provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee Company and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to and any such account, account is a QIB within the meaning of Rule 144AQIB, 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 Trust and/or 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 under the Securities Act provided by Rule 144A. (ii) Upon If the transferor is a Clearing Agency Participant holding a beneficial interest in the Restricted Global, upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTCthe Depository's and the Registrar's procedures thereforprocedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. such Restricted Global Certificate in an amount equal to the principal amount of the interests U.S. Physical Certificated Certificates or interests in the Temporary Offshore Global CertificateRegulation S Global, as the case may be, being to be transferred, and the Trustee shall cancel such Physical Certificated Certificates or decrease the amount of such Temporary Offshore Regulation S Global Certificate so transferred.

Transfers to QIBs. The following provisions shall ----------------- apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Global Certificate, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate Security to a QIB (excluding Non-U.S. Persons): (i) If the Certificate Security to be transferred consists of U.S. Physical Certificates a Restricted Definitive Security, or of an interest in any Temporary Offshore Regulation S Global CertificateSecurity during the Restricted Period, 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 Initial Certificate Security stating, or has otherwise advised the Company, the Trustee 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 Initial Certificate Security stating, or has otherwise advised the Company, the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate Security for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. a Restricted Global Certificate Security in an amount equal to the principal amount of the U.S. Physical Certificates Restricted Definitive Securities or interests in the Temporary Offshore such Regulation S Global CertificateSecurity, as the case may be, being transferred, and the Trustee shall cancel such Physical Certificates Definitive Securities or decrease the amount of such Temporary Offshore Regulation S Global Certificate Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate Security to a QIB (excluding Non-U.S. Persons): (i) If the Certificate Security to be transferred consists of U.S. Physical Certificates Securities or an interest in any Temporary Offshore Global CertificateSecurities, 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 Initial Certificate Security stating, or has otherwise advised the Trustee 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 Initial Certificate Security stating, or has otherwise advised the Trustee Company and the Registrar in writing, that it is purchasing the Initial Certificate Security for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of U.S. Physical Securities or Temporary Offshore Physical Securities, upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTCthe Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate Security in an amount equal to the principal amount of the U.S. Physical Certificates Securities or interests in the Temporary Offshore Global CertificatePhysical Securities, as the -41- case may be, being to be transferred, and the Trustee shall cancel such the Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates Restricted Definitive Certificates, or of an interest in any Temporary Offshore Regulation S Global CertificateCertificate during the Restricted Period, 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 30 -25- of Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. a Restricted Global Certificate in an amount equal to the principal amount of the U.S. Physical Restricted Definitive Certificates or interests in the Temporary Offshore such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Definitive Certificates or decrease the amount of such Temporary Offshore Regulation S Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate Warrants to a QIB (excluding Nonnon-U.S. Persons): (i) If the Certificate Warrants to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Global Certificatewill be represented by Certificated Warrants, the Registrar Warrant Agent shall register the duly stamped transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Initial Warrant Certificate stating, or has otherwise advised the Trustee Company and the Registrar Warrant Agent 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 Initial Warrant Certificate stating, or has otherwise advised the Trustee Company and the Registrar Warrant Agent in writing, that it is purchasing the Initial Certificate Warrants for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to and any such account, 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 Trust and/or 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. (ii) Upon (A) If the proposed transferor is an Agent Member holding a beneficial interest in the Regulation S Global Warrant or the IAI Global Warrant, upon receipt by the Registrar Warrant Agent of the documents referred to in clause (i) above and instructions given in accordance with DTCthe Depositary's and the RegistrarWarrant Agent's procedures thereforprocedures, the Registrar Warrant Agent shall reflect on its books and records the date of such transfer and an increase a decrease in the principal amount number of Warrants represented by the U.S. Regulation S Global Certificate in an amount equal to Warrant or the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore IAI Global CertificateWarrant, as the case may be, being and (B) if the proposed transferee is an Agent Member that is a QIB, and the Warrants to be transferred are represented by Certificated Warrants or an interest in the Regulation S Global Warrant or the IAI Global Warrant, upon receipt by the Warrant Agent of the documents referred to in clause (i) above and instructions given in accordance with the Depositary's and the Warrant Agent's procedures, the Warrant Agent shall reflect on its books and records the date and an increase in the number of Warrants represented by the interest in the Restricted Global Warrant in an amount equal to the number of Warrants represented by the Certificated Warrants or the interest in the Regulation S Global Warrant, or the IAI Global Warrant, as the case may be, to be transferred, and the Trustee Warrant Agent shall cancel such Physical Certificates the Certificated Warrant or decrease the amount number of such Temporary Offshore Warrants represented by the Regulation S Global Certificate so transferredWarrant or the IAI Global Warrant, as the case may be.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Global Certificate, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates Restricted Definitive Certificates, or of an interest in any Temporary Offshore Regulation S Global CertificateCertificate during the Restricted Period, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is 39 -33- purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. a Restricted Global Certificate in an amount equal to the principal amount of the U.S. Physical Restricted Definitive Certificates or interests in the Temporary Offshore such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Definitive Certificates or decrease the amount of such Temporary Offshore Regulation S Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates Restricted Definitive Certificates, or of an interest in any Temporary Offshore Regulation S Global CertificateCertificate during the Restricted Period, the Registrar shall register the transfer if such transfer is being made by 39 a proposed transferor who has checked the box provided for on the form of Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. a Restricted Global Certificate in an amount equal to the principal amount of the U.S. Physical Restricted Definitive Certificates or interests in the Temporary Offshore such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Definitive Certificates or decrease the amount of such Temporary Offshore Regulation S Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates Restricted Definitive Certificates, or of an interest in any Temporary Offshore Regulation S Global CertificateCertificate during the Restricted Period, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee 29 -24- and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. a Restricted Global Certificate in an amount equal to the principal amount of the U.S. Physical Restricted Definitive Certificates or interests in the Temporary Offshore such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Definitive Certificates or decrease the amount of such Temporary Offshore Regulation S Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates Restricted Definitive Certificates, or of an interest in any Temporary Offshore Regulation S Global CertificateCertificate during the Restricted Period, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 40 -33- information regarding the Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. a Restricted Global Certificate in an amount equal to the principal amount of the U.S. Physical Restricted Definitive Certificates or interests in the Temporary Offshore such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Definitive Certificates or decrease the amount of such Temporary Offshore Regulation S Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate a Security to a QIB (excluding a Non-U.S. PersonsPerson who elects not to hold a beneficial interest in a Global Certificate): (i) If the Certificate Security to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore is not represented by a Global Certificate, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on a certificate substantially in the form of Initial Certificate Exhibit A to the Security stating, or has otherwise advised the Trustee 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 Initial Certificate such certificate stating, or has otherwise advised the Trustee Company and the Registrar in writing, that it is purchasing the Initial Certificate Security for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon If the proposed transferee is an Agent Member and the Security to be transferred is not represented by a Global Certificate, upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTCthe Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore Global Certificate, as the case may be, being such Security to be transferred, and the Trustee shall cancel such Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate Security to be transferred consists of U.S. Physical Certificates or an interest in any Securities, Temporary Offshore Global CertificateSecurities or Permanent Offshore Physical Securities, 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 Initial Certificate Security stating, or has otherwise advised the Trustee 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 Initial Certificate Security stating, or has otherwise advised the Trustee Company and the Registrar in writing, that it is purchasing the Initial Certificate Security for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of U.S. Physical Securities, Temporary Offshore Global Securities or Permanent Offshore Physical Securities, upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTCthe Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate Security in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Securities, Temporary Offshore Global CertificateSecurities or Permanent Offshore Physical Securities, as the case may be, being to be transferred, and the Trustee shall cancel such the Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed 35 transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Temporary Offshore Regulation S Global CertificateCertificate during the Restricted Period, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. a Restricted Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Temporary Offshore such Regulation S Global Certificate, as the case may be, Certificate being transferred, and the Trustee shall cancel such Physical Certificates or decrease the amount of such Temporary Offshore Regulation S Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons):): 29 24 (i) If the Certificate to be transferred consists of U.S. Physical Certificates Restricted Definitive Certificates, or of an interest in any Temporary Offshore Regulation S Global CertificateCertificate during the Restricted Period, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in required by clause (i) above and instructions given in accordance with DTC's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. a Restricted Global Certificate in an amount equal to the principal amount of the U.S. Physical Restricted Definitive Certificates or interests in the Temporary Offshore such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Definitive Certificates or decrease the amount of such Temporary Offshore Regulation S Global Certificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate Security to a QIB (excluding Non-U.S. Persons): (i) If the Certificate Security to be transferred consists of U.S. Physical Certificates or an interest in any Securities, Temporary Offshore Global CertificateSecurities or Permanent Offshore Physical Securities, 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 Initial Certificate Security stating, or has otherwise advised the Trustee 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 Initial Certificate Security stating, or has otherwise advised the Trustee Company and the Registrar in writing, that it is purchasing the Initial Certificate Security for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of U.S. Physical Securities, Temporary Offshore Global Securities or Permanent Offshore Physical Securities, upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTCthe Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate Security in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Securities, Temporary Offshore Global CertificateSecurities or Permanent Offshore Physical Securities, as the case may be, being to be transferred, and the Trustee shall cancel such the Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate a Restricted Security to a QIB (excluding Non-U.S. Persons): (i) If the Certificate Security to be transferred consists of U.S. Physical Certificates or an interest in any Securities, Temporary Offshore Global CertificateSecurities or Permanent Offshore Physical Securities, the Security 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 Initial Certificate Restricted Security stating, or has otherwise advised the Trustee Company and the Security 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 Initial Certificate Restricted Security stating, or has otherwise advised the Trustee Company and the Security Registrar in writing, that it is purchasing the Initial Certificate Restricted Security for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person person on whose behalf it is acting with respect to 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 Trust and/or 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.144A. [[NYCORP:3200566]] (ii) Upon If the proposed transferee is an Agent Member, and the Restricted Security to be transferred consists of U.S. Physical Securities, Temporary Offshore Global Securities or Permanent Offshore Physical Securities, upon receipt by the Security Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTC's the Depositary’s and the Security Registrar's ’s procedures therefor, the Security Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate Security in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Securities, Temporary Offshore Global CertificateSecurities or Permanent Offshore Physical Securities, as the case may be, being to be transferred, and the Trustee shall cancel such the Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate Security so transferred.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of an Initial Certificate Security to a QIB (excluding Non-U.S. Persons): (i) If the Certificate Security to be transferred consists of U.S. Physical Certificates or an interest in any Securities, Temporary Offshore Global CertificateSecurities or Permanent Offshore Physical Securities, 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 Initial Certificate Security stating, or has otherwise advised the Trustee 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 Initial Certificate Security stating, or has otherwise advised the Trustee Company and the Registrar in writing, that it is purchasing the Initial Certificate Security for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of U.S. Physical Securities, Temporary Offshore Global Securities or Permanent Offshore Physical Securities, upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTCthe Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. Global Certificate Security in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Securities, Temporary Offshore Global CertificateSecurities or Permanent Offshore Physical Securities, as the case may be, being to be transferred, and the Trustee shall cancel such the Physical Certificates or decrease the amount of such Temporary Offshore Global Certificate Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate to be transferred consists of U.S. Physical Certificates Restricted Definitive Certificates, or of an interest in any Temporary Offshore Regulation S Global CertificateCertificate during the Restricted Period, 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 Initial Certificate stating, or has otherwise advised the Trustee 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 Initial Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to 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 Trust and/or 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. (ii) Upon receipt by the Registrar of the documents referred to in required by clause (i) above and instructions given in accordance with DTC's and the Registrar's 30 25 procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the U.S. a Restricted Global Certificate in an amount equal to the principal amount of the U.S. Physical Restricted Definitive Certificates or interests in the Temporary Offshore such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such Physical Definitive Certificates or decrease the amount of such Temporary Offshore Regulation S Global Certificate so transferred.