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

o 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 Restricted Global 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: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP _________), or (ii) o Regulation S Global Note (CUSIP _________), or

o 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 Restricted Global Notes 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 CompanyIssuer. _______________________ [Insert Name of Transferor] By: _______________________ Name: Title: Dated: _______________________ _ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (A) OR (B)] (a) o a beneficial interest in the: (i) o 144A Global Note Bond (CUSIP _________), or (ii) o Regulation S Global Note Bond (CUSIP _________), or (b) o a Restricted Definitive Bond.

o 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 Restricted Global 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 CompanyIssuer. _______________________ [Insert Name of Transferor] By: _______________________ Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP _________), or (ii) o Regulation S Global Note (CUSIP _________), or (iii) o IAI Global Note (CUSIP _________); or (b) o a Restricted Definitive Note.

o 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 Restricted Global 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: _______________________ _ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) o a beneficial interest in the:. (i) o 144A Global Note (CUSIP _________), or (ii) o Regulation S Global Note (CUSIP _________), or (b) o a Restricted Definitive Note.

o 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 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 Restricted Global 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 CompanyIssuers. By: _______________________ [Insert Name of Transferor] By: _________________________ Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP _________), or (ii) o Regulation S Global Note (CUSIP _________), or

o 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 Restricted Global 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: _______________________: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP _________), or (ii) o Regulation S Global Note (CUSIP _________), or (iii) o IAI Global Note (CUSIP _________); or

o 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 Restricted Global 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: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP _________), or (ii) o Regulation S Global Note (CUSIP _________), ; or (b) o a Restricted Definitive Note.

o 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 Restricted Global 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: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP _________), or (ii) o Regulation S Global Note (CUSIP _________), or (b) o a Restricted Definitive Note.

o 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 Restricted Global 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 Companybenefit. _______________________ [Insert Name of Transferor] By: _______________________ Name: Title: Dated: _______________________ Signature Guarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).3 1. The Transferor owns and proposes to transfer the following: (a) o i. ¨ a beneficial interest in the: (i) o ¨ 144A Global Note (CUSIP [________]), or (ii) ¨ Regulation S Global Note (CUSIP [________]), or (iii) ¨ IAI Global Note (CUSIP _________), ; or (ii) o Regulation S Global Note (CUSIP _________), or

o 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 Restricted Global 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: _______________________ 1. The Transferor owns and proposes to transfer the following______ Name: Title: Dated: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP _________), or (ii) o Regulation S Global Note (CUSIP _________), or____________________________

o 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 Restricted Global 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. _______________________________ Dated: _______________________________ _______________________________ [Insert Name of Transferor] By: _______________________ Name: Title: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following_ Name: Title: (a) o a beneficial interest in the: (i) o 144A Global Note (CUSIP _________), or (ii) o Regulation S Global Note (CUSIP _________), or