Common use of ¨ Check if Transfer is Pursuant to Other Exemption Clause in Contracts

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Global Notes, the Rule 144A Global Notes, the Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ Name: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 of Regulation S and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Certificated Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ Name: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ By: Name: Dated: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Unrestricted Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ ------------------- Name: Title: Dated: , . ------------------ ----- :____________,______ ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note Bond will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Bonds or Restricted Definitive Notes Bonds and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- ------------------------------------- [Insert Name of Transferor] By: ------------------------ -------------------------------- Name: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFER--------------------

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest Book-Entry Interests or Definitive Note Notes will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Restricted Notes or Definitive Notes bearing the Private Placement Legend and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ -------------------------------- Name: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] Name: Title: By: ------------------------ Name: Title: Dated: , . ------------------ ----- _______________________ ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ Name: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFERTRANSFER 5. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Securities or Restricted Definitive Notes Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ Name: Title: Dated: , . ------------------ ----- 133 ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ ------------------------------------- Name: Title: Dated: -------------, . ------------------ ----- -------- ANNEX A TO CERTIFICATE OF TRANSFERTRANSFER The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Restricted Notes Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Restricted Notes Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ Name: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- ---------------------------------- [Insert Name of Transferor] By: ------------------------ --------------------------------- Name: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ Name: Title: Dated: _________, . ------------------ ----- __ Table of Contents ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- _________________ [Insert Name of Transferor] By: ------------------------ ______________________________ Name: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFERTRANSFER 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]

¨ Check if Transfer is Pursuant to Other Exemption. (ia) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (iib) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Certificated Note will shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- [Insert Name of Transferor] By: ------------------------ ------------------------------- Name: Title: Dated: , . ------------------ ----- :_____________,____ ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- ----------------------------------------- [Insert Name of Transferor] By: ------------------------ -------------------------------------- Name: Title: Dated: , . ------------------ ----- -------------------- 104 ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note Debenture will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Debentures or Restricted Definitive Notes Debentures and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ---------------------- Dated: [Insert Name of Transferor] By: ------------------------ -------------------------------- Name: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFER:

¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Restricted Global Notes, the Rule 144A Global Notes, the Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company, the Registrar and the Transfer Agent. ---------------------- [Insert Name of Transferor] By: ------------------------ Name: Title: Dated: , . ------------------ ----- ANNEX A TO CERTIFICATE OF TRANSFERTRANSFER 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]