Common use of Special Transfer Provisions Clause in Contracts

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 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 Offshore Global Certificate so transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the CertificatestheCertificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C B hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 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 Offshore Global Certificate so transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C B hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 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 Offshore Global Certificate so transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSInstitutional Accredited Investors and Non-U.S. persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Security constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Nonto any non-U.S. Persons):person: (i1) The the Registrar shall register the transfer of any CertificateSecurity constituting a Restricted Security, whether or not such Certificate Security bears the Private Placement Legend, if (x) the requested transfer is at least two not prior to the date which is three years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date Issue Date of the Certificates and such Security (or of any Predecessor Security) or the last date day on which such Certificate was held by the Company or any affiliate thereof Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) (1) in the case of a transfer to a person purporting to be an Institutional Accredited Investor which is not a QIB (excluding non-U.S. persons), the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit C hereto and or (2) in the aggregate principal amount case of a transfer to a person purporting to be a non-U.S. person, the Certificates being transferred is at least $100,000.proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto; and (ii2) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateSecurity, upon receipt by the Registrar of (x) the documentscertificate, if any, required by paragraph (i1) above and (y) instructions given in accordance with DTCthe Depository's and the Registrar's procedures, ; (a) the Registrar shall reflect on its books and records the date of and (if the transfer and does not involve a transfer of Outstanding Physical Securities) a decrease in the principal amount at maturity of such U.S. a Global Certificate Security in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. a Global Certificate Security to be transferred, and (b) the Company shall execute, execute and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates Securities of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 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 Offshore Global Certificate so transferredauthorized denominations. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a 144A Global Note or a Permanent Regulation S Global Note or a proposed transfer of a Definitive Note to any Institutional Accredited Investor which that is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):) prior to the Resale Restriction Termination Date: (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, Definitive Note if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar (A) a letter certificate substantially in the form of Exhibit C hereto J (such certificate also to be delivered to the Issuer), (B) if requested by the Issuer or the Trustee, an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act and the aggregate principal amount of the Certificates being transferred is at least $100,000(C) a Confidentiality Agreement duly executed by such transferee. (ii) If the proposed transferor is an Agent Member holding a beneficial interest Beneficial Interest in the U.S. a 144A Global Certificate or, at Note or a date prior to the Permanent Regulation S Restricted Date, an Offshore Global CertificateNote, upon receipt by the Registrar of (xA) the documents, if any, documents required by paragraph (i) Section 2.11(a)(i), including the Confidentiality Agreement, and (yB) instructions given in accordance with DTC's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. the 144A Global Certificate Note or the Permanent Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest Beneficial Interest in such U.S. the Global Certificate Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver to the transferor or at its directiondeliver, one or more U.S. Physical Certificates Definitive Notes of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a 144A Global Note or a Permanent Regulation S Global Note or a proposed transfer of a Definitive Note to a QIB (excluding Non-U.S. Persons):) prior to the Resale Restriction Termination Date: (i) If the Certificate Note to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate prior to the Regulation S Restricted Date(A) Definitive Notes, the Registrar shall register reflect the transfer on its books and records if such transfer is being made by a proposed transferor who has delivered such Note and checked the box provided for on the form of U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto Note stating, or has otherwise advised the Trustee Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who, in the case of a transfer of a U.S. Physical Certificate, who has signed the certification provided for on the form of 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, Note stating, or has otherwise advised the Trustee Issuer and the Registrar in writing, that (w) it is purchasing the Certificate Note 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, is a QIB account are QIBs within the meaning of Rule 144A, and (x) it is or such QIBs are aware that the sale to it or them is being made in reliance on Rule 144A and has been advised of the applicable transfer restrictions relating to the Certificates and acknowledges acknowledge that it has or they have received such information regarding the Trust and/or the Company Issuer as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information and that information, (y) it is or such QIBs are aware that the transferor is relying upon its the foregoing representations in order to claim the exemption from registration provided by Rule 144A.144A and (z) it has and all such QIBs have duly executed and delivered to the Registrar a Confidentiality Agreement or (B) a Beneficial Interest in a 144A Global Note, the transfer of such Beneficial Interest may be effected only through the book-entry system maintained by DTC and to the extent provided in the agreement with DTC, and, in each case, each transferee has delivered to the Registrar a Confidentiality Agreement duly executed by such transferee. (ii) Upon If the proposed transferee is an Agent Member, and the Note to be transferred is a Definitive Note, upon receipt by the Registrar of the documents referred to in clause (i) above Section 2.11(b)(i), including the Confidentiality Agreement, and instructions given in accordance with DTC's ’s and the Registrar's procedures therefor’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount at maturity of the U.S. 144A Global Certificate Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Trustee shall cancel the Definitive Note so transferred (upon written direction from the Registrar if different from the Trustee). (iii) If the proposed transferee is an Agent Member, and the Note to be transferred is represented by a Beneficial Interest in a Permanent Regulation S Global Note, upon receipt by the Registrar of the documents referred to in Section 2.11(b)(i), including the Confidentiality Agreement, and instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Permanent Regulation S Global Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests Beneficial Interest in the Offshore Permanent Regulation S Global CertificateNote to be transferred, and the Registrar shall reflect on its books and records an increase in the principal amount of the 144A Global Note in an amount equal to such transferred amount. (c) With respect to any proposed transfer of a Beneficial Interest in a Temporary Regulation S Global Note to an Institutional Accredited Investor prior to the Resale Restriction Termination Date, the Registrar shall reflect on its books and records the transfer of such Beneficial Interest (A) if the proposed transferee is a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit I (such certificate also to be delivered to the Issuer) and the proposed transferee has duly executed and delivered to the Registrar a Confidentiality Agreement (in which case the transferee will receive a corresponding Beneficial Interest in the Temporary Regulation S Global Note) or (B) if the proposed transferee is a QIB and the proposed transferor has checked the box provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that (w) it is purchasing the Note (or the Beneficial Interest therein) for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, (x) it is or such QIBs are aware that the sale to it or them is being made in reliance on Rule 144A and acknowledge that it has or they have received such information regarding the Issuer as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information, (y) it is or such QIBs are aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A and (z) it has and all such QIBs have duly executed and delivered to the Registrar a Confidentiality Agreement (in which case the Registrar shall reflect on its books and records the date and an increase in the principal amount of the 144A Global Note of the relevant class, in an amount equal to the principal amount of the Temporary Regulation S Global Note (or the Beneficial Interest therein) of such class to be transferred, and the Trustee shall decrease the amount of the Temporary Regulation S Global Note of such class (upon written direction from the Registrar if different from the Trustee)). (d) Except as set forth in Section 2.11(c), prior to the Resale Restriction Termination Date, the following provisions shall apply with respect to any transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person: (i) Except as set forth in Section 2.11(c), prior to the applicable Regulation S Global Note Exchange Date, the Registrar shall not register or reflect on its books and records any proposed transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person. (ii) The Registrar shall register or reflect on its books and records, as the case may be, being any proposed transfer of a Note (or a Beneficial Interest therein) to any Non-U.S. Person that is an Institutional Accredited Investor if the Note to be transferred is a Definitive Note or a Beneficial Interest in a 144A Global Note, upon receipt of a certificate substantially in the form of Exhibit I from the proposed transferor and a Confidentiality Agreement duly executed and delivered to the Registrar by such Non-U.S. Person that is an Institutional Accredited Investor. (iii) (A) If the proposed transferor is an Agent Member holding a Beneficial Interest in a 144A Global Note, upon receipt by the Registrar of (x) the documents, if any, required by Section 2.11(d)(ii) and (y) instructions in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Beneficial Interest in such 144A Global Note to be transferred, and (B) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Permanent Regulation S Global Note of the relevant class in an amount equal to the principal amount of the Beneficial Interest in such 144A Global Note or any Definitive Notes issued in exchange for such Beneficial Interest in such 144A Global Note to be transferred, and the Trustee shall cancel such U.S. Physical Certificates the Definitive Note, if any, so transferred or decrease the amount of such Offshore the 144A Global Certificate so transferredNote (upon written direction from the Registrar if different from the Trustee). (ce) [Intentionally omitted]With respect to any proposed transfer of any Note (or a Beneficial Interest therein) after the Resale Restriction Termination Date, the Registrar shall reflect the transfer of such Note or Beneficial Interest on its books and records (along with any appropriate increase or decrease in the principal amount at maturity of any Global Note upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures) if the proposed transferee has duly executed and delivered to the Registrar a Confidentiality Agreement. (df) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATEUpon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend. (g) By its acceptance of any Note bearing the Private Placement Legend, each Noteholder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note (or the Beneficial Interest therein) only as provided in this Indenture and in accordance with the Private Placement Legend. The Registrar shall not register or reflect on its books and records a transfer of any Note (or any Beneficial Interest therein) unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture and in accordance with the Private Placement Legend. In connection with any transfer of interests Notes (or Beneficial Interests therein), each Noteholder (or Beneficial Holder) agrees by its acceptance of the Notes (or Beneficial Interests therein) to furnish the Trustee the certifications and legal opinions (if requested and required pursuant hereto) described herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided, that the Trustee shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such legal opinions. (h) The Notes shall be issued pursuant to an exemption from registration under the Securities Act. The Issuer agrees that it will not at any time (i) apply to list, list or list upon notice of issuance, (ii) consent to or authorize an application for the listing or the listing of, or (iii) enable or authorize the trading of, the Notes on an established securities market, including (w) a national securities exchange registered under the Exchange Act or exempted from registration because of the limited volume of transactions, (x) a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements under the Exchange Act applicable to exchanges described in Section 2.11(h)(w), (y) a regional or local exchange or (z) an over-the-counter market, as the Offshore Global Certificate on term “established securities market” and the terms in this Section 2.11(h) are defined for purposes of Section 7704 of the Code. (i) The Trustee shall retain copies of all letters, notices and other written communications received pursuant to Section 2.10 or this Section 2.11. The Issuer shall have the right to inspect and make copies of all such letters, notices, Confidentiality Agreements or other written communications at any reasonable time upon the giving of reasonable written notice to the Trustee. (j) Each Noteholder, Agent Member and Beneficial Holder agrees, by acceptance of any Note or any Beneficial Interest therein, that it will not take any action to transfer any Note (or any Beneficial Interest therein) to a proposed transferee without causing such proposed transferee to execute and deliver to the Registrar an appropriate Confidentiality Agreement relating to such transfer as set forth in this Section 2.11. After the Closing Date with respect to the Original Class A Notes (or the date of issuance with respect to any Class B Notes or any Refinancing Notes), forms of Confidentiality Agreements will be available to Noteholders, Agent Members and Beneficial Holders and proposed transferees of the Notes (or the Beneficial Interests therein) from the Registrar, initially at the Corporate Trust Office. Each such Confidentiality Agreement shall be delivered to the Registrar promptly upon execution by the parties thereto and the Registrar shall record the receipt of such Confidentiality Agreement. The Registrar shall promptly, but in any event no later than two Business Days after receipt of any such executed Confidentiality Agreement, furnish a copy of such executed Confidentiality Agreement to the Regulation S Restricted Date without requiring Trustee, the Issuer and the Servicer and shall maintain a list of proposed transferees (including Noteholders and Beneficial Holders) who have furnished such executed Confidentiality Agreements, whether or not such proposed transferees purchase any additional certificationNotes (or any Beneficial Interests therein), and make such list available for inspection at the request of the Trustee, the Issuer or the Servicer. (k) Notwithstanding any other provision contained in this Indenture to the contrary, any Noteholder or Beneficial Holder may assign a security interest in, or pledge, all or any portion of the Notes (or any interest therein) held by it to a lender or a trustee or collateral agent (or other similar representative) under any indenture, loan agreement or similar agreement to which such Noteholder or Beneficial Holder is party in support of any obligations of such Noteholder or Beneficial Holder to a holder or holders of securities or other obligations issued by such Noteholder or Beneficial Holder; provided, that no such assignment or pledge shall release the assigning or pledging Noteholder or Beneficial Holder from its obligations hereunder; provided, further, that any assignee or pledgee shall be required to execute and deliver to the Registrar an appropriate Confidentiality Agreement as a condition of such assignment or pledge.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Notes or Conversion Shares prior to the date which is three (3) years from the Closing (or such other date as may be required pursuant to Rule 144 under the Securities Act (or similar successor provision) as in effect from time to time): (i) With respect to any such proposed transfer of Notes or Conversion Shares to any Institutional Accredited Investor which that is not a QIB (excluding transfers toU.S. Person, the Company or on any transfer agent then acting with respect to the Notes or after the Regulation S Restricted DateCommon Stock, by Non-U.S. Persons): (i) The Registrar as the case may be, shall register the transfer of any Certificate, whether or not such Certificate bears Notes or Conversion Shares bear the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar Company or the transfer agent, as appropriate, a letter certificate containing certain representations with respect to such proposed transferee's status as an Institutional Accredited Investor and with respect to compliance with applicable provisions of the Securities Act (substantially in the form Exhibit C hereto). (ii) With respect to any such proposed transfer of Notes or Conversion Shares to any Non-U.S. Person, the Company or any transfer agent then acting with respect to the Notes or the Common Stock, as the case may be, shall register the transfer whether or not such Notes or Conversion Shares bear the Legend, if the proposed transferee has delivered to the Company or the transfer agent, as appropriate, a certificate containing certain representations with respect to such proposed transferee's status as a Non-U.S. Person and with respect to compliance with the provisions of Regulation S under the Securities Act (substantially in the form of Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000hereto). (iiiii) If Upon the proposed transferor is an Agent Member holding a beneficial interest transfer as provided in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph paragraphs (i) and (yii) instructions given in accordance with DTC's and above of Notes or Conversion Shares not bearing the Registrar's proceduresLegend, the Registrar shall reflect on its books and records the date of Company or the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 Offshore Global Certificateagent, as the case may be, being transferredshall deliver certificates for such securities that do not bear the Legend. Upon the transfer of Notes or Conversion Shares bearing the Legend, and the Trustee Company or the transfer agent, as the case may be, shall cancel deliver only certificates for such U.S. Physical Certificates securities bearing the Legend unless (A) such transfer is after the date which is three (3) years from the date of the Closing (or decrease such other date as may be required pursuant to Rule 144 under the amount Securities Act (or similar successor provision) as in effect from time to time); (B) there is delivered to the Company or the transfer agent, as the case may be, a certificate of the transferor substantially in the form of Exhibit D to the effect that neither the Legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act; or (C) such Offshore Global Certificate so transferredNotes or Conversion Shares have been sold pursuant to an effective registration statement under the Securities Act. (cb) [Intentionally omitted]. Except as expressly provided in paragraph (da) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar above, unless otherwise required by applicable law or regulation, no other deliveries shall register be required of a Purchaser in connection with any proposed transfer of interests Notes or Conversion Shares, notwithstanding anything contained in the Offshore Global Certificate on Notes or after the Regulation S Restricted Date without requiring any additional certification.Conversion Shares. 15K

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSInstitutional Accredited Investors and Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Note constituting a Restricted Note to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by to any Non-U.S. Persons):Person: The applicable Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 2.07) and, (i) The Registrar shall register in the transfer case of any Certificatea Restricted Note, whether or not such Certificate Note bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later first anniversary of the original issue date of the Certificates and the last original issuance thereof or such other date on which as such Note shall be freely transferable under Rule 144 as certified in an Officer’s Certificate was held by the Company or any affiliate thereof or (y) (1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the applicable Registrar a letter certificate substantially in the form of Exhibit C E hereto and or (2) in the aggregate principal amount case of a transfer to a Non-U.S. Person (including a QIB), the Certificates being transferred is at least $100,000.proposed transferor has delivered to the applicable Registrar a certificate substantially in the form of Exhibit F hereto; provided that in the case of any transfer of a Note bearing the Private Placement Legend for a Note not bearing the Private Placement Legend, the applicable Registrar has received an Officer’s Certificate authorizing such transfer; and (ii) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateNote, upon receipt by the applicable Registrar of (x) the documentscertificate, if any, required by paragraph (i) above and (y) instructions given in accordance with DTC's the Depositary’s (in the case of a Dollar Global Note) or Euroclear’s or Clearstream’s, as applicable (in the case of a Euro Global Note), and the applicable Registrar's ’s procedures, whereupon (a) the applicable Registrar shall reflect on its books and records the date of and (if the transfer and does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of such U.S. a Global Certificate Note in an amount equal to the principal amount of the beneficial interest in such U.S. a Global Certificate Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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. a Global Certificate Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests beneficial interest in the Offshore Global Certificate, as Note transferred or the case may be, being transferred, Issuer shall execute and the Trustee shall cancel such U.S. authenticate and make available for delivery one or more Physical Certificates or decrease the amount Notes of such Offshore Global Certificate so transferredlike tenor and amount. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a Permanent Global Note, a Permanent Regulation S Global Note or a Definitive Note to any Institutional Accredited Investor which that is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):) prior to the Resale Restriction Termination Date: (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, Definitive Note if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar (A) a letter certificate substantially in the form of Exhibit C hereto I (such certificate also to be delivered to Royalty Sub), (B) an Opinion of Counsel acceptable to Royalty Sub that such transfer is in compliance with the Securities Act and the aggregate principal amount of the Certificates being transferred is at least $100,000(C) a Confidentiality Agreement duly executed by such transferee. (ii) If the proposed transferor is an Agent Member holding a beneficial interest Beneficial Interest in the U.S. a Permanent Global Certificate or, at Note or a date prior to the Permanent Regulation S Restricted Date, an Offshore Global CertificateNote, upon receipt by the Registrar of (xA) the documents, if any, documents required by paragraph (i) Section 2.11(a)(i), including the Confidentiality Agreement, and (yB) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. the applicable Global Certificate Note in an amount equal to the principal amount of the beneficial interest Beneficial Interest in such U.S. the Global Certificate Note to be transferred, and the Company Royalty Sub shall execute, and the Trustee shall authenticate and deliver to the transferor or at its directiondeliver, one or more U.S. Physical Certificates Definitive Notes of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a Permanent Global Note, a Permanent Regulation S Global Note or a Definitive Note to a QIB (excluding Non-U.S. Persons):) prior to the Resale Restriction Termination Date: (i) If the Certificate Note to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate prior to the Regulation S Restricted Date(A) Definitive Notes, the Registrar shall register reflect the transfer on its books and records if such transfer is being made by a proposed transferor who has checked the box provided for on the form of U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto Note stating, or has otherwise advised the Trustee Royalty Sub and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who, in the case of a transfer of a U.S. Physical Certificate, who has signed the certification provided for on the form of 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, Note stating, or has otherwise advised the Trustee Royalty Sub and the Registrar in writing, that (w) it is purchasing the Certificate Note 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, is a QIB account are QIBs within the meaning of Rule 144A, and (x) it is or such QIBs are aware that the sale to it or them is being made in reliance on Rule 144A and has been advised of the applicable transfer restrictions relating to the Certificates and acknowledges acknowledge that it has or they have received such information regarding the Trust and/or the Company Royalty Sub as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information and that information, (y) it is or such QIBs are aware that the transferor is relying upon its the foregoing representations in order to claim the exemption from registration provided by Rule 144A.144A and (z) it has and all such QIBs have duly executed and delivered to the Registrar a Confidentiality Agreement or (B) a Beneficial Interest in a Permanent Global Note or a Permanent Regulation S Global Note, the transfer of such Beneficial Interest may be effected only through the book-entry system maintained by DTC and to the extent provided in the agreement with DTC, and, in each case, each transferee has delivered to the Registrar a Confidentiality Agreement duly executed by such transferee. (ii) Upon If the proposed transferee is an Agent Member, and the Note to be transferred is a Definitive Note, upon receipt by the Registrar of the documents referred to in clause (i) above Section 2.11(b)(i), including the Confidentiality Agreement, and instructions given in accordance with DTC'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 at maturity of the U.S. Permanent Global Certificate Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Trustee shall cancel the Definitive Note so transferred (upon written direction from the Registrar if different from the Trustee). (iii) If the proposed transferee is an Agent Member, and the Note to be transferred is represented by a Beneficial Interest in a Permanent Regulation S Global Note, upon receipt by the Registrar of the documents referred to in Section 2.11(b)(i), including the Confidentiality Agreement, and instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Permanent Regulation S Global Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests Beneficial Interest in the Offshore Permanent Regulation S Global CertificateNote to be transferred, and the Registrar shall reflect on its books and records an increase in the principal amount of the Permanent Global Note in an amount equal to such transferred amount. (c) With respect to any proposed transfer of a Beneficial Interest in a Temporary Regulation S Global Note prior to the Resale Restriction Termination Date, the Registrar shall reflect on its books and records the transfer of such Beneficial Interest (A) if the proposed transferee is a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit H (such certificate also to be delivered to Royalty Sub) and the proposed transferee has duly executed and delivered to the Registrar a Confidentiality Agreement (in which case the transferee will receive a corresponding Beneficial Interest in the Temporary Regulation S Global Note) or (B) if the proposed transferee is a QIB and the proposed transferor has checked the box provided for on the form of Note stating, or has otherwise advised Royalty Sub and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised Royalty Sub and the Registrar in writing, that (w) it is purchasing the Note (or the Beneficial Interest therein) for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, (x) it is or such QIBs are aware that the sale to it or them is being made in reliance on Rule 144A and acknowledge that it has or they have received such information regarding Royalty Sub as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information, (y) it is or such QIBs are aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A and (z) it has and all such QIBs have duly executed and delivered to the Registrar a Confidentiality Agreement (in which case the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Permanent Global Note of the relevant class, in an amount equal to the principal amount of the Temporary Regulation S Global Note (or the Beneficial Interest therein) of such class to be transferred, and the Trustee shall decrease the amount of the Temporary Regulation S Global Note of such class (upon written direction from the Registrar if different from the Trustee)). (d) Except as set forth in Section 2.11(c), prior to the Resale Restriction Termination Date, the following provisions shall apply with respect to any transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person: (i) Except as set forth in Section 2.11(c), prior to the applicable Regulation S Global Note Exchange Date, the Registrar shall not register or reflect on its books and records any proposed transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person. (ii) The Registrar shall register or reflect on its books and records, as the case may be, being any proposed transfer of a Note (or a Beneficial Interest therein) to any Non-U.S. Person if the Note to be transferred is a Definitive Note or a Beneficial Interest in a Permanent Global Note, upon receipt of a certificate substantially in the form of Exhibit H from the proposed transferor and a Confidentiality Agreement duly executed and delivered to the Registrar by such Non-U.S. Person. (iii) (A) If the proposed transferor is an Agent Member holding a Beneficial Interest in a Permanent Global Note, upon receipt by the Registrar of (x) the documents, if any, required by Section 2.11(d)(ii) and (y) instructions in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Permanent Global Note in an amount equal to the principal amount of the Beneficial Interest in such Permanent Global Note to be transferred, and (B) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Permanent Regulation S Global Note of the relevant class in an amount equal to the principal amount of the Beneficial Interest in such Permanent Global Note or any Definitive Notes issued in exchange for such Beneficial Interest in such Permanent Global Note to be transferred, and the Trustee shall cancel such U.S. Physical Certificates the Definitive Note, if any, so transferred or decrease the amount of such Offshore the Permanent Global Certificate so transferredNote (upon written direction from the Registrar if different from the Trustee). (ce) [Intentionally omitted]With respect to any proposed transfer of any Note (or a Beneficial Interest therein) after the Resale Restriction Termination Date, the Registrar shall reflect the transfer of such Note or Beneficial Interest on its books and records if the proposed transferee has duly executed and delivered to the Registrar a Confidentiality Agreement. (df) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATEUpon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend. (g) By its acceptance of any Note bearing the Private Placement Legend, each Noteholder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note (or the Beneficial Interest therein) only as provided in this Indenture and in accordance with the Private Placement Legend. The Registrar shall not register or reflect on its books and records a transfer of any Note (or any Beneficial Interest therein) unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture and in accordance with the Private Placement Legend. In connection with any transfer of interests Notes (or Beneficial Interests therein), each Noteholder agrees by its acceptance of the Notes to furnish the Trustee the certifications and legal opinions described herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided, that the Trustee shall not be required to determine (but may rely on a determination made by Royalty Sub with respect to) the sufficiency of any such legal opinions. (h) The Notes shall be issued pursuant to an exemption from registration under the Securities Act. Royalty Sub agrees that it will not at any time (i) apply to list, list or list upon notice of issuance, (ii) consent to or authorize an application for the listing or the listing of, or (iii) enable or authorize the trading of, the Notes on an established securities market, including (w) a national securities exchange registered under the Exchange Act or exempted from registration because of the limited volume of transactions, (x) a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements under the Exchange Act applicable to exchanges described in Section 2.11(h)(w), (y) a regional or local exchange or (z) an over-the-counter market, as the Offshore Global Certificate on term "established securities market" and the terms in this Section 2.11(h) are defined for purposes of Section 7704 of the Code. (i) The Trustee shall retain copies of all letters, notices and other written communications received pursuant to Section 2.10 or after the Regulation S Restricted Date without requiring any additional certificationthis Section 2.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORSU.S. PERSONS. The following provisions shall apply with With respect to the registration of any proposed transfer of any Definitive Note constituting a Certificate Restricted Security or of an Interest in any Restricted Global Note to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. PersonsPerson (which Non-U.S. Person would, in the case of a transfer of any Definitive Note or an Interest in any Restricted Global Note during the Restricted Period, take an Interest in a Regulation S Global Note): (i) The Registrar shall register in the case of the transfer of any CertificateDefinitive Note constituting a Restricted Security for a Regulation S Definitive Note or a Regulation S Global Note, the Note Registrar shall, whether or not such Certificate Note bears the Private Placement Legend, register such transfer and, if applicable, issue such Definitive Note, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof Restriction Termination Date, or (y) the proposed transferee transferor has delivered to the Note Registrar a letter certificate substantially in the form of Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000.Annex A hereto; (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. case of the transfer of an Interest in any Restricted Global Certificate orNote for an Interest in a Regulation S Global Note, at a date prior there shall be delivered to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Note Registrar of (x) the documentscertificate, if any, required by paragraph (i) above and (y) instructions given in accordance with DTCthe Depositary's and the Note Registrar's procedures; and (iii) in the case of the transfer of an Interest in any Restricted Global Note for a Regulation S Definitive Note, the Note Registrar, upon receipt of instructions in accordance with the Depositary's and the Note Registrar's procedures, the Registrar shall reflect on its books and records the date of the register such transfer and a decrease in issue such Definitive Note, if (x) the principal amount of such U.S. Global Certificate in an amount equal requested transfer is after the Restriction Termination Date, or (y) the proposed transferor has delivered to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate prior to the Regulation S Restricted Date, the Note 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 U.S. Physical Certificate or delivered a certificate to the Trustee substantially 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 Annex A hereto, stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Certificate for its own account or an account with . With respect to which it exercises sole investment discretion and that itall such transfers, or (A) 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 Note Registrar shall reflect on its books and records the date of such transfer and an increase transfer, (B) 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 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 Offshore Global Certificate so transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.of

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-Transfers Other Than to a QIB INSTITUTIONAL ACCREDITED INVESTORS. Pursuant to Rule 144A. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Note constituting a Restricted Note other than pursuant to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):Rule 144A: (i) The the Registrar shall register the transfer of any CertificateNote constituting a Restricted Note, whether or not such Certificate Note bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later date such Note shall be freely transferable under Rule 144 as certified in an Officer’s Certificate, provided that no Officer’s Certificate shall be required in respect of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or Notes (i) issued to Accredited Investors who have each made a Rule 144 Certification, (y) the requested transfer is otherwise in compliance with Rule 144 as certified in an Officer’s Certificate, or (z) (1) in the case of a transfer other than to a QIB (excluding Non-U.S. Persons) pursuant to Rule 144A, the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit C E hereto and an Opinion of Counsel reasonably satisfactory to the aggregate principal amount Issuer and the Trustee or (2) in the case of a transfer to a Non-U.S. Person (including a QIB), the Certificates being transferred is at least $100,000.proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit F hereto; provided that in the case of any transfer of a Note bearing the Private Placement Legend for a Note not bearing the Private Placement Legend, the Registrar has received an Officer’s Certificate authorizing such transfer; and (ii) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateNote, upon receipt by the Registrar of (x) the documentscertificate, if any, required by paragraph (i) above and (y) instructions given in accordance with DTC's the Depositary’s and the Registrar's ’s procedures, whereupon (x) the Registrar shall reflect on its books and records the date of and (if the transfer and does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of such U.S. a Global Certificate Note in an amount equal to the principal amount of the beneficial interest in such U.S. a Global Certificate Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (by) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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. a Global Certificate Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests beneficial interest in the Offshore Global Certificate, as Note transferred or the case may be, being transferred, Issuer shall execute and the Trustee Trustee, upon receipt of an Authentication Order, shall cancel such U.S. authenticate and make available for delivery one or more Physical Certificates or decrease the amount Notes of such Offshore Global Certificate so transferredlike tenor and amount. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Note constituting a Restricted Security to any institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (an “Accredited Investor” or an “Institutional Accredited Investor Investor”) which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by to Non-U.S. Persons, which shall be governed by clause (c)): (i) The Registrar shall register the transfer in an aggregate principal amount of at least $250,000 of any CertificateNote constituting a Restricted Security, whether or not such Certificate Security bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit C hereto B hereto, and the aggregate principal amount proposed transferee has delivered to the Registrar and the Company an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act and such other certifications, legal opinions or other information that the Trustee may (but shall be under no duty to) reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Certificates being transferred is at least $100,000.Securities Act; and (ii) If the proposed transferor is a member of, or participant in, the Depositary (an “Agent Member Member”) holding a beneficial interest in the a U.S. Global Certificate orSecurity, at whether or not such Note bears a date prior to the Regulation S Restricted Date, an Offshore Global CertificatePrivate Placement Legend, upon receipt by the Registrar of (x) the documentscertificate and opinion, if any, required by paragraph (i) above and (y) instructions given in accordance with DTC's the Depositary’s and the Registrar's ’s procedures, whereupon (a) the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such the applicable U.S. Global Certificate Security in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate Security to be transferred, and an increase in the Company shall execute, and applicable Global Security to which the Trustee beneficial interest is to be transferred or shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates Securities of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Note to a QIB (excluding Non-transfers to Non U.S. Persons, which shall be governed by clause (c)): (i) If if the Certificate Note to be transferred consists of U.S. (x) either Offshore Physical Certificates or an interest in any Offshore Global Certificate Securities prior to the Regulation S Restricted Dateremoval of the Private Placement Legend or U.S. 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 U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto Note 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, in the case of a transfer of a U.S. Physical Certificate, who has signed the certification provided for on the form of 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, Note stating, or has otherwise advised the Trustee Company and the Registrar in writing, writing that it is purchasing the Certificate Note 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 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.144A or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the Depositary; and (ii) Upon if the proposed transferee is an Agent Member, and the Notes to be transferred consist of U.S. Physical Securities which after transfer are to be evidenced by an interest in a U.S. Global Security, upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTC's the Depositary’s and the Registrar's procedures therefor’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the applicable U.S. Global Certificate Security in an amount equal to the principal amount of the U.S. Physical Certificates Securities to be transferred, and the Trustee shall cancel the U.S. Physical Securities so transferred. (c) The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) prior to the 41st day after the date on which such Note is originally issued, the Registrar shall register any proposed transfer of a Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit C hereto from the proposed transferor and the Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Security or interests an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of Exhibit C hereto from the proposed transferor; (ii) on or after the 41st day after the date on which such Note is originally issued, the Registrar shall register any proposed transfer of any Offshore Physical Security or Offshore Global Security without requiring any certification; and (iii) (a) if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) or (ii) and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Securities in an amount equal to the principal amount of the beneficial interest in the U.S. Global Securities to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global CertificateSecurities in an amount equal to the principal amount of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, being to be transferred, and the Trustee shall cancel such the U.S. Physical Certificates Security, if any, so transferred or decrease the amount of such Offshore the U.S. Global Certificate so transferred. (c) [Intentionally omitted]Security. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATEUpon the registration of transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the registration of transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) the transferee certifies that it is not an Affiliate of the Company and the requested transfer is after the first anniversary of the later of (a) the date on which such Notes are originally issued and (b) the last date on which the Company or an Affiliate of the Company was the owner of such Notes (or any predecessor Securities) or such shorter period of time as permitted by Rule 144(d) under the Securities Act or any successor provision thereunder or (ii) the circumstance contemplated by paragraph (c)(ii) of this Section 2.6 exists, (iii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or until such time as the Private Placement Legend is no longer required pursuant to Sections 2.5 and 2.7 and such Private Placement Legend is removed pursuant to Sections 2.5 and 2.7. (e) By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it shall transfer such Note only as provided in this Indenture. The Registrar shall register retain copies of all letters, notices and other written communications received pursuant to this Section 2.6 in accordance with its customary procedures. The Company, at its own expense, shall have the right to inspect and make copies of all such letters, notices or other written communications at any transfer reasonable time upon the giving of interests in reasonable written notice to the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certificationRegistrar.

Special Transfer Provisions. The following provisions shall apply (g) Transfers to the Certificates: (a) TRANSFERS TO NONNon-QIB INSTITUTIONAL ACCREDITED INVESTORSInstitutional Accredited Investors and Non-U.S. persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Security constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Nonto any non-U.S. Persons):person: (i1) The the Registrar shall register the transfer of any CertificateSecurity constituting a Restricted Security, whether or not such Certificate Security bears the Private Placement Legend, if (x) the requested transfer is at least two not prior to the date which is three years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date Issue Date of the Certificates and such Security (or of any Predecessor Security) or the last date day on which such Certificate was held by the Company or any affiliate thereof Affiliate of the Company or any Guarantor was the owner of such Security or any Predecessor Security or (y) (1) in the case of a transfer to a person purporting to be an Institutional Accredited Investor which is not a QIB (excluding non-U.S. persons), the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit C hereto and or (2) in the aggregate principal amount case of a transfer to a person purporting to be a non-U.S. person, the Certificates being transferred is at least $100,000.proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto; and (ii2) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateSecurity, upon receipt by the Registrar of (x) the documentscertificate, if any, required by paragraph (i1) above and (y) instructions given in accordance with DTCthe Depository's and the Registrar's procedures, ; (a) the Registrar shall reflect on its books and records the date of and (if the transfer and does not involve a transfer of Outstanding Physical Securities) a decrease in the principal amount at maturity of such U.S. a Global Certificate Security in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. a Global Certificate Security to be transferred, and (b) the Company shall execute, execute and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates Securities of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 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 Offshore Global Certificate so transferredauthorized denominations. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a 144A Global Note or a Permanent Regulation S Global Note or a proposed transfer of a Definitive Note to any Institutional Accredited Investor which that is also a QP but that is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, Definitive Note if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar (A) a letter certificate substantially in the form of Exhibit C hereto H (such certificate also to be delivered to the Issuer) and (B) if requested by the aggregate principal amount Issuer or the Trustee, an opinion of counsel acceptable to the Certificates being transferred Issuer that such transfer is at least $100,000in compliance with the Securities Act. (ii) If the proposed transferor is an Agent Member holding a beneficial interest Beneficial Interest in the U.S. a 144A Global Certificate or, at Note or a date prior to the Permanent Regulation S Restricted Date, an Offshore Global CertificateNote, upon receipt by the Registrar of (xA) the documents, if any, documents required by paragraph (iSection 2.11(a)(i) and (yB) instructions given in accordance with DTC's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. the 144A Global Certificate Note or the Permanent Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest Beneficial Interest in such U.S. the Global Certificate Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver to the transferor or at its directiondeliver, one or more U.S. Physical Certificates Definitive Notes of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a 144A Global Note or a Permanent Regulation S Global Note or a proposed transfer of a Definitive Note to a QIB that is also a QP (excluding Non-U.S. Persons): (i) If the Certificate Note to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate prior to the Regulation S Restricted Date(A) Definitive Notes, the Registrar shall register reflect the transfer on its books and records if such transfer is being made by a proposed transferor who has delivered such Note and checked the box provided for on the form of U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto Note stating, or has otherwise advised the Trustee Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who, in the case of a transfer of a U.S. Physical Certificate, who has signed the certification provided for on the form of 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, Note stating, or has otherwise advised the Trustee Issuer and the Registrar in writing, that (x) it is purchasing the Certificate Note 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, is a QIB account are QIBs that are also QPs within the meaning of Rule 144A, and is (y) it is, or such QIBs that are also QPs are, aware that the sale to it or them is being made in reliance on Rule 144A and has been advised of the applicable transfer restrictions relating to the Certificates and acknowledges acknowledge that it has or they have received such information regarding the Trust and/or the Company Issuer as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information information, and (z) it is, or such QIBs that it is are also QPs are, aware that the transferor is relying upon its the foregoing representations in order to claim the exemption from registration provided by Rule 144A.144A or (B) a Beneficial Interest in a 144A Global Note, the transfer of such Beneficial Interest may be effected only through the book-entry system maintained by DTC and to the extent provided in the agreement with DTC. (ii) Upon If the proposed transferee is an Agent Member, and the Note to be transferred is a Definitive Note, upon receipt by the Registrar of the documents referred to in clause (i) above Section 2.11(b)(i), and instructions given in accordance with DTC's ’s and the Registrar's procedures therefor’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount at maturity of the U.S. 144A Global Certificate Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Trustee shall cancel the Definitive Note so transferred (upon written direction from the Registrar if different from the Trustee). (iii) If the proposed transferee is an Agent Member, and the Note to be transferred is represented by a Beneficial Interest in a Permanent Regulation S Global Note, upon receipt by the Registrar of the documents referred to in Section 2.11(b)(i) and instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Permanent Regulation S Global Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests Beneficial Interest in the Offshore Permanent Regulation S Global CertificateNote to be transferred, and the Registrar shall reflect on its books and records an increase in the principal amount of the 144A Global Note in an amount equal to such transferred amount. (c) With respect to any proposed transfer of a Beneficial Interest in a Temporary Regulation S Global Note to an Institutional Accredited Investor that is also a QP, the Registrar shall reflect on its books and records the transfer of such Beneficial Interest (A) if the proposed transferee is a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit G (such certificate also to be delivered to the Issuer) (in which case the transferee will receive a corresponding Beneficial Interest in the Temporary Regulation S Global Note) or (B) if the proposed transferee is a QIB that is also a QP and the proposed transferor has checked the box provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that (w) it is purchasing the Note (or the Beneficial Interest therein) for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs that are also QPs within the meaning of Rule 144A, (x) it is or such QIBs that are also QPs are aware that the sale to it or them is being made in reliance on Rule 144A and acknowledge that it has or they have received such information regarding the Issuer as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information and (y) it is or such QIBs that are also QPs are aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A (in which case the Registrar shall reflect on its books and records the date and an increase in the principal amount of the 144A Global Note of the relevant class, in an amount equal to the principal amount of the Temporary Regulation S Global Note (or the Beneficial Interest therein) of such class to be transferred, and the Trustee shall decrease the amount of the Temporary Regulation S Global Note of such class (upon written direction from the Registrar if different from the Trustee)). (d) Except as set forth in Section 2.11(c), the following provisions shall apply with respect to any transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person: (i) Except as set forth in Section 2.11(c), prior to the applicable Regulation S Global Note Exchange Date, the Registrar shall not register or reflect on its books and records any proposed transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person. (ii) The Registrar shall register or reflect on its books and records, as the case may be, being any proposed transfer of a Note (or a Beneficial Interest therein) to any Non-U.S. Person that is an Institutional Accredited Investor that is also a QP if the Note to be transferred is a Definitive Note or a Beneficial Interest in a 144A Global Note, upon receipt of a certificate substantially in the form of Exhibit G from the proposed transferor. (iii) (A) If the proposed transferor is an Agent Member holding a Beneficial Interest in a 144A Global Note, upon receipt by the Registrar of (x) the documents, if any, required by Section 2.11(d)(ii) and (y) instructions in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Beneficial Interest in such 144A Global Note to be transferred, and (B) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Permanent Regulation S Global Note of the relevant class in an amount equal to the principal amount of the Beneficial Interest in such 144A Global Note or any Definitive Notes issued in exchange for such Beneficial Interest in such 144A Global Note to be transferred, and the Trustee shall cancel such U.S. Physical Certificates the Definitive Note, if any, so transferred or decrease the amount of such Offshore the 144A Global Certificate so transferredNote (upon written direction from the Registrar if different from the Trustee). (ce) [Intentionally omitted]With respect to any proposed transfer of any Note (or a Beneficial Interest therein), the Registrar shall reflect the transfer of such Note or Beneficial Interest on its books and records (along with any appropriate increase or decrease in the principal amount at maturity of any Global Note upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures). (df) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATEUpon the transfer, exchange or replacement of Notes bearing the Legend, the Registrar shall deliver only Notes that bear the Legend. (g) By its acceptance of any Note bearing the Legend, each Noteholder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Legend and agrees that it will transfer such Note (or the Beneficial Interest therein) only as provided in this Indenture and in accordance with the Legend. The Registrar shall not register or reflect on its books and records a transfer of any Note (or any Beneficial Interest therein) unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture and in accordance with the Legend. In connection with any transfer of interests Notes (or Beneficial Interests therein), each Noteholder (or Beneficial Holder) agrees by its acceptance of the Notes (or Beneficial Interests therein) to furnish the Trustee the certifications and legal opinions (if requested and required pursuant hereto) described herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided, that the Trustee shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such legal opinions. (h) The Notes shall be issued pursuant to an exemption from registration under the Securities Act. The Issuer agrees that it will not at any time (i) apply to list, list or list upon notice of issuance, (ii) consent to or authorize an application for the listing or the listing of, or (iii) enable or authorize the trading of, the Notes on an established securities market, including (w) a national securities exchange registered under the Exchange Act or exempted from registration because of the limited volume of transactions, (x) a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements under the Exchange Act applicable to exchanges described in Section 2.11(h)(iii)(w), (y) a regional or local exchange or (z) an over-the-counter market or interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise, as the Offshore Global Certificate on term “established securities market” and the terms in this Section 2.11(h) are defined for purposes of Section 7704 of the Code. (i) The Trustee shall retain copies of all letters, notices and other written communications received pursuant to Section 2.10 or after this Section 2.11. The Issuer shall have the Regulation S Restricted right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Trustee. (j) After the Closing Date without requiring with respect to the Original Class A Notes (or the date of issuance with respect to any additional certificationSubordinated Notes or any Refinancing Notes), forms of Confidentiality Agreements will be available to Noteholders, Agent Members and Beneficial Holders and proposed transferees of the Notes (or the Beneficial Interests therein) from the Registrar, initially at the Corporate Trust Office. The Registrar shall furnish the Trustee and the Issuer with a copy of each executed Confidentiality Agreement received by the Registrar. (k) Notwithstanding any other provision contained in this Indenture to the contrary, any Noteholder or Beneficial Holder may assign a security interest in, or pledge, all or any portion of the Notes (or any interest therein) held by it to a lender or a trustee or collateral agent (or other similar representative) under any indenture, loan agreement or similar agreement to which such Noteholder or Beneficial Holder is party in support of any obligations of such Noteholder or Beneficial Holder to a holder or holders of securities or other obligations issued by such Noteholder or Beneficial Holder; provided, that no such assignment or pledge shall release the assigning or pledging Noteholder or Beneficial Holder from its obligations hereunder.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORSINVESTORS AND NON-U.S. PERSONS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by to any Non-U.S. Persons):Person: (i) The the Registrar shall register the transfer of any CertificateNote constituting a Restricted Security, whether or not such Certificate Note bears the Private Placement Legend, if (x) the transferee is not an Affiliate of the Company and the requested transfer is at least two years after the second anniversary of the later of the original issue date of the Certificates (a) Issue Date and (b) the last date on which such Certificate was held by the Company or an Affiliate of the Company was the owner of such Note (or any affiliate thereof predecessor security) or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder or (y) (1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit EXHIBIT C hereto or (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of EXHIBIT D hereto and such other information that the aggregate principal amount Trustee may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Certificates being transferred is at least $100,000.Securities Act; and (ii) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate orNote, at the Registrar shall register the transfer of any Note constituting a date prior to the Regulation S Restricted DateSecurity, an Offshore Global Certificate, whether or not such Note bears a Private Placement Legend upon receipt by the Registrar of (x) the documentscertificate, if any, required by paragraph (i) above and (y) instructions given in accordance with DTCthe Depository's and the Registrar's procedures, , (a) the Registrar shall reflect on its books and records the date of and (if the transfer and does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of such U.S. the Global Certificate Note in an amount equal to the principal amount of the beneficial interest in such U.S. the Global Certificate Note to be transferred, and (b) the Company shall execute, execute and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates Notes of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 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 Offshore Global Certificate so transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSU.S. Persons. The following provisions additional ----------------------------- shall apply with respect to the registration of any proposed transfer of a Certificate and the transfer of the beneficial interest in an Initial Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):Person: (i) The the Security Registrar shall register the transfer of any CertificateInitial Security, whether or not such Certificate Security bears the Private Placement Legend, and a transfer of the beneficial interest in an Initial Security may be made if (x) the requested transfer is at least two years after the later second anniversary of the original issue date Issue Date; provided, however, that neither the -------- ------- Company nor any Affiliate of the Certificates Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the last date on which Securities Act without registering such Certificate was held by the Company or any affiliate thereof Initial Security thereunder or (y) the proposed transferee transferor has delivered to the Security Registrar a letter certificate substantially in the form of Exhibit C hereto hereto; and the aggregate principal amount of the Certificates being transferred is at least $100,000.--------- (ii) If if the proposed transferor is an Agent Member holding a beneficial seeking to transfer an interest in the U.S. a 144A Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateSecurity, upon receipt by the Security Registrar of (x) written instructions given in accordance with the documentsDepository's and the Security Registrar's procedures and (y) the appropriate certificate, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's proceduresabove, the Security Registrar shall register the transfer and reflect on its books and records the date of the transfer and (A) a decrease in the principal amount of the 144A Global Security from which such U.S. Global Certificate interests are to be transferred in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate Securities to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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. (iiB) 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. Regulation S Global Certificate Security in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the 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 Offshore Global Certificate so Security to be transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to (1) the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons): (i) The Registrar shall register the transfer of any CertificateSecurity constituting a Restricted Security, whether or not such Certificate Security bears the Private Placement Legend, if (x) the requested transfer is at least not prior to the date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date Issue Date of the Certificates and such Security (or of any Predecessor Security) or the last date day on which such Certificate was held by the Company or any affiliate thereof Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) (1) in the case of a transfer to a person purporting to be an Institutional Accredited Investor which is not a QIB (excluding non-U.S. persons), the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit C hereto and or (2) in the aggregate principal amount case of a transfer to a person purporting to be a non-U.S. person, the Certificates being transferred is at least $100,000.proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto; and (ii2) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateSecurity, upon receipt by the Registrar of (x) the documentscertificate, if any, required by paragraph (i1) above and (y) instructions given in accordance with DTCthe Depository's and the Registrar's procedures, ; (a) the Registrar shall reflect on its books and records the date of and (if the transfer and does not involve a transfer of Outstanding Physical Securities) a decrease in the principal amount at maturity of such U.S. a Global Certificate Security in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. a Global Certificate Security to be transferred, and (b) the Company shall execute, execute and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates Securities of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 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 Offshore Global Certificate so transferredauthorized denominations. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The Unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement, or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to the terms of the Registration Rights Agreement, the following provisions shall apply to the such Initial Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSInstitutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to any Institutional Accredited Investor which is not neither a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by nor a Non-U.S. Persons):Person: (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears bearing the Private Placement Restricted Legend, only if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company Company, the Trustee or any affiliate thereof of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (y), the Registrar shall not register the transfer of any Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non- U.S. Person. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Restricted Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Restricted Global Certificate to be transferred, and the Company Trustee shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Restricted Definitive Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 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 Offshore Global Certificate so transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSU.S. Persons. The following additional ----------------------------- provisions shall apply with respect re-spect to the registration of any proposed transfer of a Certificate an Initial Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):Person: (i) The the Registrar shall register the transfer of any CertificateInitial Security, whether or not such Certificate Security bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later second anniversary of the original issue date Issue Date; provided, however, that neither the Company, Xxxxx nor any Affiliate of the Certificates and the last date on which such Certificate was held by the Company or Xxxxx has held any affiliate thereof beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder or (y) the proposed transferee transferor has delivered to the Registrar a letter certificate substantially in the form of Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000.D hereto; --------- (ii) If if the proposed transferor is an Agent Member holding a beneficial seeking to transfer an interest in the U.S. a 144A Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateSecurity, upon receipt by the Registrar of (x) written instructions given in accordance with the documentsDepository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and (y) instructions given in accordance with DTC's and the Registrar's procedurescertifications, the Registrar shall register the transfer and reflect on its books and records the date of the transfer and (A) a decrease in the principal amount at maturity of the 144A Global Security from which such U.S. Global Certificate interests are to be transferred in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Certificate Securities to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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. (iiB) 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 at maturity of the U.S. Regulation S Global Certificate Security in an amount equal to the principal amount at maturity of the Global Security to be transferred; and (iii) subject to Section 3.14(b), until the 41st day after the Issue Date (the "Restricted Period"), an owner of a beneficial ----------------- interest in the Regulation S Global Security may not transfer such interest to a transferee that is a U.S. Physical Certificates Person or for the account or benefit of a U.S. Person within the meaning of Rule 902(o) of the Securities Act. Subject to Section 3.14(b), during the Restricted Period, all beneficial interests in the 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 Offshore Global Certificate so transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certificationGlobal Security shall be transferred only through Cedel or Euroclear, either directly if the transferor and transferee are participants in such systems, or indirectly through organizations that are participants therein.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a 144A Global Note or a Permanent Regulation S Global Note or a proposed transfer of a Definitive Note to any Institutional Accredited Investor which that is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):) prior to the Resale Restriction Termination Date: (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, Definitive Note if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar (A) a letter certificate substantially in the form of Exhibit C hereto J (such certificate also to be delivered to the Issuer), (B) if requested by the Issuer or the Trustee, an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act and the aggregate principal amount of the Certificates being transferred is at least $100,000(C) a Confidentiality Agreement duly executed by such transferee. (ii) If the proposed transferor is an Agent Member holding a beneficial interest Beneficial Interest in the U.S. a 144A Global Certificate or, at Note or a date prior to the Permanent Regulation S Restricted Date, an Offshore Global CertificateNote, upon receipt by the Registrar of (xA) the documents, if any, documents required by paragraph (i) Section 2.11(a)(i), including the Confidentiality Agreement, and (yB) instructions given in accordance with DTC's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. the 144A Global Certificate Note or the Permanent Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest Beneficial Interest in such U.S. the Global Certificate Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver to the transferor or at its directiondeliver, one or more U.S. Physical Certificates Definitive Notes of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a 144A Global Note or a Permanent Regulation S Global Note or a proposed transfer of a Definitive Note to a QIB (excluding Non-U.S. Persons):) prior to the Resale Restriction Termination Date: (i) If the Certificate Note to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate prior to the Regulation S Restricted Date(A) Definitive Notes, the Registrar shall register reflect the transfer on its books and records if such transfer is being made by a proposed transferor who has delivered such Note and checked the box provided for on the form of U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto Note stating, or has otherwise advised the Trustee Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who, in the case of a transfer of a U.S. Physical Certificate, who has signed the certification provided for on the form of 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, Note stating, or has otherwise advised the Trustee Issuer and the Registrar in writing, that (w) it is purchasing the Certificate Note 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, is a QIB account are QIBs within the meaning of Rule 144A, and (x) it is or such QIBs are aware that the sale to it or them is being made in reliance on Rule 144A and has been advised of the applicable transfer restrictions relating to the Certificates and acknowledges acknowledge that it has or they have received such information regarding the Trust and/or the Company Issuer as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information and that information, (y) it is or such QIBs are aware that the transferor is relying upon its the foregoing representations in order to claim the exemption from registration provided by Rule 144A.144A and (z) it has and all such QIBs have duly executed and delivered to the Registrar a Confidentiality Agreement or (B) a Beneficial Interest in a 144A Global Note, the transfer of such Beneficial Interest may be effected only through the book-entry system maintained by DTC and to the extent provided in the agreement with DTC, and, in each case, each transferee has delivered to the Registrar a Confidentiality Agreement duly executed by such transferee. (ii) Upon If the proposed transferee is an Agent Member, and the Note to be transferred is a Definitive Note, upon receipt by the Registrar of the documents referred to in clause (i) above Section 2.11(b)(i), including the Confidentiality Agreement, and instructions given in accordance with DTC's ’s and the Registrar's procedures therefor’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount at maturity of the U.S. 144A Global Certificate Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Trustee shall cancel the Definitive Note so transferred (upon written direction from the Registrar if different from the Trustee). (iii) If the proposed transferee is an Agent Member, and the Note to be transferred is represented by a Beneficial Interest in a Permanent Regulation S Global Note, upon receipt by the Registrar of the documents referred to in Section 2.11(b)(i), including the Confidentiality Agreement, and instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Permanent Regulation S Global Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests Beneficial Interest in the Offshore Permanent Regulation S Global CertificateNote to be transferred, and the Registrar shall reflect on its books and records an increase in the principal amount of the 144A Global Note in an amount equal to such transferred amount. (c) With respect to any proposed transfer of a Beneficial Interest in a Temporary Regulation S Global Note to an Institutional Accredited Investor prior to the Resale Restriction Termination Date, the Registrar shall reflect on its books and records the transfer of such Beneficial Interest (A) if the proposed transferee is a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit I (such certificate also to be delivered to the Issuer) and the proposed transferee has duly executed and delivered to the Registrar a Confidentiality Agreement (in which case the transferee will receive a corresponding Beneficial Interest in the Temporary Regulation S Global Note) or (B) if the proposed transferee is a QIB and the proposed transferor has checked the box provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that (w) it is purchasing the Note (or the Beneficial Interest therein) for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, (x) it is or such QIBs are aware that the sale to it or them is being made in reliance on Rule 144A and acknowledge that it has or they have received such information regarding the Issuer as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information, (y) it is or such QIBs are aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A and (z) it has and all such QIBs have duly executed and delivered to the Registrar a Confidentiality Agreement (in which case the Registrar shall reflect on its books and records the date and an increase in the principal amount of the 144A Global Note of the relevant class, in an amount equal to the principal amount of the Temporary Regulation S Global Note (or the Beneficial Interest therein) of such class to be transferred, and the Trustee shall decrease the amount of the Temporary Regulation S Global Note of such class (upon written direction from the Registrar if different from the Trustee)). (d) Except as set forth in Section 2.11(c), prior to the Resale Restriction Termination Date, the following provisions shall apply with respect to any transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person: (i) Except as set forth in Section 2.11(c), prior to the applicable Regulation S Global Note Exchange Date, the Registrar shall not register or reflect on its books and records any proposed transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person. (ii) The Registrar shall register or reflect on its books and records, as the case may be, being any proposed transfer of a Note (or a Beneficial Interest therein) to any Non-U.S. Person that is an Institutional Accredited Investor if the Note to be transferred is a Definitive Note or a Beneficial Interest in a 144A Global Note, upon receipt of a certificate substantially in the form of Exhibit I from the proposed transferor and a Confidentiality Agreement duly executed and delivered to the Registrar by such Non-U.S. Person that is an Institutional Accredited Investor. (iii) (A) If the proposed transferor is an Agent Member holding a Beneficial Interest in a 144A Global Note, upon receipt by the Registrar of (x) the documents, if any, required by Section 2.11(d)(ii) and (y) instructions in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Beneficial Interest in such 144A Global Note to be transferred, and (B) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Permanent Regulation S Global Note of the relevant class in an amount equal to the principal amount of the Beneficial Interest in such 144A Global Note or any Definitive Notes issued in exchange for such Beneficial Interest in such 144A Global Note to be transferred, and the Trustee shall cancel such U.S. Physical Certificates the Definitive Note, if any, so transferred or decrease the amount of such Offshore the 144A Global Certificate so transferredNote (upon written direction from the Registrar if different from the Trustee). (ce) [Intentionally omitted]With respect to any proposed transfer of any Note (or a Beneficial Interest therein) after the Resale Restriction Termination Date, the Registrar shall reflect the transfer of such Note or Beneficial Interest on its books and records (along with any appropriate increase or decrease in the principal amount at maturity of any Global Note upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures) if the proposed transferee has duly executed and delivered to the Registrar a Confidentiality Agreement. (df) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATEUpon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend. (g) By its acceptance of any Note bearing the Private Placement Legend, each Noteholder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note (or the Beneficial Interest therein) only as provided in this Indenture and in accordance with the Private Placement Legend. The Registrar shall not register or reflect on its books and records a transfer of any Note (or any Beneficial Interest therein) unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture and in accordance with the Private Placement Legend. In connection with any transfer of interests Notes (or Beneficial Interests therein), each Noteholder (or Beneficial Holder) agrees by its acceptance of the Notes (or Beneficial Interests therein) to furnish the Trustee the certifications and legal opinions (if requested and required pursuant hereto) described herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided, that the Trustee shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such legal opinions. (h) The Notes shall be issued pursuant to an exemption from registration under the Securities Act. The Issuer agrees that it will not at any time (i) apply to list, list or list upon notice of issuance, (ii) consent to or authorize an application for the listing or the listing of, or (iii) enable or authorize the trading of, the Notes on an established securities market, including (w) a national securities exchange registered under the Exchange Act or exempted from registration because of the limited volume of transactions, (x) a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements under the Exchange Act applicable to exchanges described in Section 2.11(h)(w), (y) a regional or local exchange or (z) an over-the-counter market, as the Offshore Global Certificate on term “established securities market” and the terms in this Section 2.11(h) are defined for purposes of Section 7704 of the Code. (i) The Trustee shall retain copies of all letters, notices and other written communications received pursuant to Section 2.10 or this Section 2.11. The Issuer shall have the right to inspect and make copies of all such letters, notices, Confidentiality Agreements or other written communications at any reasonable time upon the giving of reasonable written notice to the Trustee. (j) Each Noteholder, Agent Member and Beneficial Holder agrees, by acceptance of any Note or any Beneficial Interest therein, that it will not take any action to transfer any Note (or any Beneficial Interest therein) to a proposed transferee without causing such proposed transferee to execute and deliver to the Registrar an appropriate Confidentiality Agreement relating to such transfer as set forth in this Section 2.11. After the Closing Date with respect to the Original Class A Notes (or the date of issuance with respect to any Class B Notes or any Refinancing Notes), forms of Confidentiality Agreements will be available to Noteholders, Agent Members and Beneficial Holders and proposed transferees of the Notes (or the Beneficial Interests therein) from the Registrar, initially at the Corporate Trust Office. Each such Confidentiality Agreement shall be delivered to the Registrar promptly upon execution by the parties thereto and the Registrar shall record the receipt of such Confidentiality Agreement. The Registrar shall promptly, but in any event no later than two Business Days after receipt of any such executed Confidentiality Agreement, furnish a copy of such executed Confidentiality Agreement to the Regulation S Restricted Date without requiring Trustee, the Issuer and the Servicer (if any) and shall maintain a list of proposed transferees (including Noteholders and Beneficial Holders) who have furnished such executed Confidentiality Agreements, whether or not such proposed transferees purchase any additional certificationNotes (or any Beneficial Interests therein), and make such list available for inspection at the request of the Trustee, the Issuer or the Servicer (if any). (k) Notwithstanding any other provision contained in this Indenture to the contrary, any Noteholder or Beneficial Holder may assign a security interest in, or pledge, all or any portion of the Notes (or any interest therein) held by it to a lender or a trustee or collateral agent (or other similar representative) under any indenture, loan agreement or similar agreement to which such Noteholder or Beneficial Holder is party in support of any obligations of such Noteholder or Beneficial Holder to a holder or holders of securities or other obligations issued by such Noteholder or Beneficial Holder; provided, that no such assignment or pledge shall release the assigning or pledging Noteholder or Beneficial Holder from its obligations hereunder; provided, further, that any assignee or pledgee shall be required to execute and deliver to the Registrar an appropriate Confidentiality Agreement as a condition of such assignment or pledge.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSInstitutional Accredited Investors. The ------------------------------------------------------- following additional provisions shall apply with respect to the registration of any proposed transfer of a Certificate an Initial Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):QIB: (i) The the Registrar shall register the transfer of any CertificateInitial Security, whether or not such Certificate Security bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later second anniversary of the original issue date Issue Date; provided, however, that neither the Company nor any Affiliate of the Certificates Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the last date on which Securities Act without registering such Certificate was held by the Company or any affiliate thereof Initial Securities thereunder or (y) the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000.any legal opinions and certifications required thereby; and (ii) If if the proposed transferor is an Agent Member holding a beneficial seeking to transfer an interest in the U.S. a Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateSecurity, upon receipt by the Registrar of (x) written instructions given in accordance with the documentsDepository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and (y) instructions given in accordance with DTC's and the Registrar's procedurescertifications, the Registrar shall register the transfer and reflect on its books and records the date of the transfer and a decrease in the principal amount of the Global Security from which such U.S. Global Certificate interests are to be transferred in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate Securities to be transferred, transferred and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its directionauthenticate, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of Securities in 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 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 Offshore Global Certificate so Security to be transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSInstitutional Accredited Investors and Non-U.S. persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Security constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Nonto any non-U.S. Persons):person: (i1) The the Registrar shall register the transfer of any CertificateSecurity constituting a Restricted Security, whether or not such Certificate Security bears the Private Placement Legend, if (x) the requested transfer is at least not prior to the date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date Issue Date of the Certificates and such Security (or of any Predecessor Security) or the last date day on which such Certificate was held by the Company or any affiliate thereof Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) (1) in the case of a transfer to a person purporting to be an Institutional Accredited Investor which is not a QIB (excluding non-U.S. persons), the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit C hereto and or (2) in the aggregate principal amount case of a transfer to a person purporting to be a non-U.S. person, the Certificates being transferred is at least $100,000.proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto; and (ii2) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateSecurity, upon receipt by the Registrar of (x) the documentscertificate, if any, required by paragraph (i1) above and (y) instructions given in accordance with DTCthe Depository's and the Registrar's procedures, ; (a) the Registrar shall reflect on its books and records the date of and (if the transfer and does not involve a transfer of Outstanding Physical Securities) a decrease in the principal amount of such U.S. a Global Certificate Security in an amount equal to the principal amount of the beneficial interest in such U.S. a Global Certificate Security to be transferred, and (b) the Company shall execute, execute and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates Securities of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 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 Offshore Global Certificate so transferredauthorized denominations. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a 144A Global Note, a Permanent Regulation S Global Note or a Definitive Note to any Institutional Accredited Investor which that is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):) prior to the Resale Restriction Termination Date: (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, Definitive Note if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar (A) a letter certificate substantially in the form of Exhibit C hereto J (such certificate also to be delivered to the Issuer), (B) an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act and the aggregate principal amount of the Certificates being transferred is at least $100,000(C) a Confidentiality Agreement duly executed by such transferee. (ii) If the proposed transferor is an Agent Member holding a beneficial interest Beneficial Interest in the U.S. a 144A Global Certificate or, at Note or a date prior to the Permanent Regulation S Restricted Date, an Offshore Global CertificateNote, upon receipt by the Registrar of (xA) the documents, if any, documents required by paragraph (i) Section 2.11(a)(i), including the Confidentiality Agreement, and (yB) instructions given in accordance with DTC's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. the 144A Global Certificate Note or the Permanent Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest Beneficial Interest in such U.S. the Global Certificate Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver to the transferor or at its directiondeliver, one or more U.S. Physical Certificates Definitive Notes of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a 144A Global Note, a Permanent Regulation S Global Note or a Definitive Note to a QIB (excluding Non-U.S. Persons):) prior to the Resale Restriction Termination Date: (i) If the Certificate Note to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate prior to the Regulation S Restricted Date(A) Definitive Notes, the Registrar shall register reflect the transfer on its books and records if such transfer is being made by a proposed transferor who has delivered such Note and checked the box provided for on the form of U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto Note stating, or has otherwise advised the Trustee Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who, in the case of a transfer of a U.S. Physical Certificate, who has signed the certification provided for on the form of 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, Note stating, or has otherwise advised the Trustee Issuer and the Registrar in writing, that (w) it is purchasing the Certificate Note 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, is a QIB account are QIBs within the meaning of Rule 144A, and (x) it is or such QIBs are aware that the sale to it or them is being made in reliance on Rule 144A and has been advised of the applicable transfer restrictions relating to the Certificates and acknowledges acknowledge that it has or they have received such information regarding the Trust and/or the Company Issuer as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information and that information, (y) it is or such QIBs are aware that the transferor is relying upon its the foregoing representations in order to claim the exemption from registration provided by Rule 144A.144A and (z) it has and all such QIBs have duly executed and delivered to the Registrar a Confidentiality Agreement or (B) a Beneficial Interest in a 144A Global Note, the transfer of such Beneficial Interest may be effected only through the book-entry system maintained by DTC and to the extent provided in the agreement with DTC, and, in each case, each transferee has delivered to the Registrar a Confidentiality Agreement duly executed by such transferee. (ii) Upon If the proposed transferee is an Agent Member, and the Note to be transferred is a Definitive Note, upon receipt by the Registrar of the documents referred to in clause (i) above Section 2.11(b)(i), including the Confidentiality Agreement, and instructions given in accordance with DTC's ’s and the Registrar's procedures therefor’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount at maturity of the U.S. 144A Global Certificate Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Trustee shall cancel the Definitive Note so transferred (upon written direction from the Registrar if different from the Trustee). (iii) If the proposed transferee is an Agent Member, and the Note to be transferred is represented by a Beneficial Interest in a Permanent Regulation S Global Note, upon receipt by the Registrar of the documents referred to in Section 2.11(b)(i), including the Confidentiality Agreement, and instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Permanent Regulation S Global Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests Beneficial Interest in the Offshore Permanent Regulation S Global CertificateNote to be transferred, and the Registrar shall reflect on its books and records an increase in the principal amount of the 144A Global Note in an amount equal to such transferred amount. (c) With respect to any proposed transfer of a Beneficial Interest in a Temporary Regulation S Global Note to an Institutional Accredited Investor prior to the Resale Restriction Termination Date, the Registrar shall reflect on its books and records the transfer of such Beneficial Interest (A) if the proposed transferee is a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit I (such certificate also to be delivered to the Issuer) and the proposed transferee has duly executed and delivered to the Registrar a Confidentiality Agreement (in which case the transferee will receive a corresponding Beneficial Interest in the Temporary Regulation S Global Note) or (B) if the proposed transferee is a QIB and the proposed transferor has checked the box provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that (w) it is purchasing the Note (or the Beneficial Interest therein) for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, (x) it is or such QIBs are aware that the sale to it or them is being made in reliance on Rule 144A and acknowledge that it has or they have received such information regarding the Issuer as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information, (y) it is or such QIBs are aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A and (z) it has and all such QIBs have duly executed and delivered to the Registrar a Confidentiality Agreement (in which case the Registrar shall reflect on its books and records the date and an increase in the principal amount of the 144A Global Note of the relevant class, in an amount equal to the principal amount of the Temporary Regulation S Global Note (or the Beneficial Interest therein) of such class to be transferred, and the Trustee shall decrease the amount of the Temporary Regulation S Global Note of such class (upon written direction from the Registrar if different from the Trustee)). (d) Except as set forth in Section 2.11(c), prior to the Resale Restriction Termination Date, the following provisions shall apply with respect to any transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person: (i) Except as set forth in Section 2.11(c), prior to the applicable Regulation S Global Note Exchange Date, the Registrar shall not register or reflect on its books and records any proposed transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person. (ii) The Registrar shall register or reflect on its books and records, as the case may be, being any proposed transfer of a Note (or a Beneficial Interest therein) to any Non-U.S. Person that is an Institutional Accredited Investor if the Note to be transferred is a Definitive Note or a Beneficial Interest in a 144A Global Note, upon receipt of a certificate substantially in the form of Exhibit I from the proposed transferor and a Confidentiality Agreement duly executed and delivered to the Registrar by such Non-U.S. Person that is an Institutional Accredited Investor. (iii) (A) If the proposed transferor is an Agent Member holding a Beneficial Interest in a 144A Global Note, upon receipt by the Registrar of (x) the documents, if any, required by Section 2.11(d)(ii) and (y) instructions in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Beneficial Interest in such 144A Global Note to be transferred, and (B) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Permanent Regulation S Global Note of the relevant class in an amount equal to the principal amount of the Beneficial Interest in such 144A Global Note or any Definitive Notes issued in exchange for such Beneficial Interest in such 144A Global Note to be transferred, and the Trustee shall cancel such U.S. Physical Certificates the Definitive Note, if any, so transferred or decrease the amount of such Offshore the 144A Global Certificate so transferredNote (upon written direction from the Registrar if different from the Trustee). (ce) [Intentionally omitted]With respect to any proposed transfer of any Note (or a Beneficial Interest therein) after the Resale Restriction Termination Date, the Registrar shall reflect the transfer of such Note or Beneficial Interest on its books and records (along with any appropriate increase or decrease in the principal amount at maturity of any Global Note upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures) if the proposed transferee has duly executed and delivered to the Registrar a Confidentiality Agreement. (df) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATEUpon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend. (g) By its acceptance of any Note bearing the Private Placement Legend, each Noteholder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note (or the Beneficial Interest therein) only as provided in this Indenture and in accordance with the Private Placement Legend. The Registrar shall not register or reflect on its books and records a transfer of any Note (or any Beneficial Interest therein) unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture and in accordance with the Private Placement Legend. In connection with any transfer of interests Notes (or Beneficial Interests therein), each Noteholder (or Beneficial Holder) agrees by its acceptance of the Notes (or Beneficial Interests therein) to furnish the Trustee the certifications and legal opinions described herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided, that the Trustee shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such legal opinions. (h) The Notes shall be issued pursuant to an exemption from registration under the Securities Act. The Issuer agrees that it will not at any time (i) apply to list, list or list upon notice of issuance, (ii) consent to or authorize an application for the listing or the listing of, or (iii) enable or authorize the trading of, the Notes on an established securities market, including (w) a national securities exchange registered under the Exchange Act or exempted from registration because of the limited volume of transactions, (x) a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements under the Exchange Act applicable to exchanges described in Section 2.11(h)(w), (y) a regional or local exchange or (z) an over-the-counter market, as the Offshore Global Certificate on term “established securities market” and the terms in this Section 2.11(h) are defined for purposes of Section 7704 of the Code. (i) The Trustee shall retain copies of all letters, notices and other written communications received pursuant to Section 2.10 or this Section 2.11. The Issuer shall have the right to inspect and make copies of all such letters, notices, Confidentiality Agreements or other written communications at any reasonable time upon the giving of reasonable written notice to the Trustee. (j) Each Noteholder, Agent Member and Beneficial Holder agrees, by acceptance of any Note or any Beneficial Interest therein, that it will not take any action to transfer any Note (or any Beneficial Interest therein) to a proposed transferee without causing such proposed transferee to execute and deliver to the Registrar an appropriate Confidentiality Agreement relating to such transfer as set forth in this Section 2.11. After the Closing Date with respect to the Original Class A Notes (or the date of issuance with respect to any Class B Notes or any Refinancing Notes), forms of Confidentiality Agreements will be available to Noteholders, Agent Members and Beneficial Holders and proposed transferees of the Notes (or the Beneficial Interests therein) from the Registrar, initially at the Corporate Trust Office. Each such Confidentiality Agreement shall be delivered to the Registrar promptly upon execution by the parties thereto and the Registrar shall record the receipt of such Confidentiality Agreement. The Registrar shall promptly, but in any event no later than two Business Days after receipt of any such executed Confidentiality Agreement, furnish a copy of such executed Confidentiality Agreement to the Regulation S Restricted Date without requiring Trustee, the Issuer and the Servicer and shall maintain a list of proposed transferees (including Noteholders and Beneficial Holders) who have furnished such executed Confidentiality Agreements, whether or not such proposed transferees purchase any additional certificationNotes (or any Beneficial Interests therein), and make such list available for inspection at the request of the Trustee, the Issuer or the Servicer. (k) Notwithstanding any other provision contained in this Indenture to the contrary, any Noteholder or Beneficial Holder may assign a security interest in, or pledge, all or any portion of the Notes (or any interest therein) held by it to a trustee (or other similar representative) under any indenture, loan agreement or similar agreement to which such Noteholder or Beneficial Holder is party in support of any obligations of such Noteholder or Beneficial Holder to a holder or holders of securities or other obligations issued by such Noteholder or Beneficial Holder; provided, that no such assignment or pledge shall release the assigning or pledging Noteholder or Beneficial Holder from its obligations hereunder.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSInstitutional Accredited Investors and Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Note constituting a Restricted Note to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by to any Non-U.S. Persons):Person: The applicable Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 2.07) and, (i) The Registrar shall register in the transfer case of any Certificatea Restricted Note, whether or not such Certificate Note bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later first anniversary of the original issue date of the Certificates and the last original issuance thereof or such other date on which as such Note shall be freely transferable under Rule 144 as certified in an Officer’s Certificate was held by the Company or any affiliate thereof or (y) (1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the applicable Registrar a letter certificate substantially in the form of Exhibit C E hereto and or (2) in the aggregate principal amount case of a transfer to a Non-U.S. Person (including a QIB), the Certificates being transferred is at least $100,000.proposed transferor has delivered to the applicable Registrar a certificate substantially in the form of Exhibit F hereto; provided that in the case of any transfer of a Note bearing the Private Placement Legend for a Note not bearing the Private Placement Legend, the applicable Registrar has received an Officer’s Certificate authorizing such transfer; and (ii) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateNote, upon receipt by the applicable Registrar of (x) the documentscertificate, if any, required by paragraph (i) above and (y) instructions given in accordance with DTC's the Depositary’s and the applicable Registrar's ’s procedures, whereupon (a) the applicable Registrar shall reflect on its books and records the date of and (if the transfer and does not involve a transfer of outstanding Physical Notes) a decrease in the principal amount of such U.S. a Global Certificate Note in an amount equal to the principal amount of the beneficial interest in such U.S. a Global Certificate Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount.and (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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. a Global Certificate Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests beneficial interest in the Offshore Global Certificate, as Note transferred or the case may be, being transferred, Issuer shall execute and the Trustee shall cancel such U.S. authenticate and make available for delivery one or more Physical Certificates or decrease the amount Notes of such Offshore Global Certificate so transferredlike tenor and amount. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The Unless and until a Transfer Restricted Note is transferred or exchanged under an effective registration statement under the Securities Act, the following provisions shall apply to the Certificatesapply: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSIAIs. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Transfer Restricted Note to any Institutional Accredited Investor IAI which is not a QIB (excluding transfers to, or on or after the other than pursuant to Regulation S Restricted Date, by Non-U.S. PersonsS): (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, Transfer Restricted Note if (x) the requested transfer is at least after the date that is two years after the later of the original issue date of the Certificates issuance of such Transfer Restricted Note and the last date on which such Certificate was held by the Company or any affiliate thereof of its Affiliates was the owner of such Transfer Restricted Note (such later date, the "Resale Restriction Termination Date") or (y) the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of set forth in Exhibit C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000.C. (ii) If the proposed transferee is an Agent Member, and the Transfer Restricted Note to be transferred consists of a definitive Note or an interest in the QIB Global Note or the Regulation S Global Note, upon receipt by the Registrar of (x) the document, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the transfer date and an increase in the principal amount of the IAI Global Note in an amount equal to (x) the principal amount of the definitive Notes to be transferred, and the Trustee shall cancel the definitive Note so transferred or (y) the amount of the beneficial interest in the QIB Global Note or the Regulation S Global Note to be so transferred (in which case the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the QIB Global Note or Regulation S Global Note). (iii) If the proposed transferee is entitled to receive a definitive Note as provided in Section 2.14 and the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateNote, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 DTCDepository's and the Registrar's procedures therefor, the Registrar 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. such Global Certificate Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests beneficial interest in such Global Note to be transferred, and the Offshore Global Certificate, as Company shall execute (and the case may be, being transferredGuarantors will execute the Guarantees endorsed thereon), and the Trustee shall cancel such U.S. Physical Certificates authenticate and deliver, one or decrease the amount more definitive Notes of such Offshore Global Certificate so transferredlike tenor and amount. (civ) [Intentionally omitted]. If the Initial Note to be transferred consists of definitive Notes and the proposed transferee is entitled to receive a definitive Note as provided in Section 2.14, upon receipt by the Registrar of the document, if any, required by paragraph (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The i), the Registrar shall register any such transfer and the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon), and the Trustee shall authenticate and deliver, one or more definitive Notes of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certificationlike tenor and amount.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSInstitutional Accredited Investors and Non- U.S. Persons and other Transfers Exempt under the Securities Act. The following provisions shall apply (x) with respect to the registration of any proposed transfer of a Certificate Security constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by to any Non-U.S. Persons):Person and (y) with respect to the registration of any proposed transfer pursuant to another available exemption from the registration requirements of the Securities Act: (i) The the Registrar shall register the transfer of any CertificateSecurities constituting a Restricted Security, whether or not such Certificate Security bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later second anniversary of the original issue date with respect thereto; provided, however, that neither the Issuer nor any Affiliate of the Certificates and Issuer has held any beneficial interest in such security, or portion thereof, at any time on or prior to the last second anniversary of such issue date on which such Certificate was held by the Company or any affiliate thereof or (yy)(1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit C hereto or (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit D or (3) in the case of a transfer pursuant to another available exemption from the registration requirements of the Securities Act, the proposed transferee has delivered to the Registrar a certificate in form and substance reasonably acceptable to the Issuer and the aggregate principal amount Registrar in connection with such transfer, together, in the case of clause (1), clause (2) or clause (3) with such other certifications, legal opinions or other information as the Issuer, the Trustee or the Registrar may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Certificates being transferred is at least $100,000.Securities Act, or (z) the Trustee and Registrar have received both an Opinion of Counsel and an Officers' Certificate directing transfer without a Private Placement Legend; and (ii) If the Registrar shall register the transfer of any Securities constituting a Restricted Security, whether or not such Security bears the Private Placement Legend, if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate orSecurity, at a date prior to the Regulation S Restricted Dateupon, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documentscertificate, if any, required by paragraph (i) above and (y) instructions given in accordance with DTCthe Depositary's and the Registrar's procedures, whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding Certificated Securities) a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred (the "Transfer Amount"), (b) if the Securities to be transferred are to be evidenced by Certificated Securities, the Issuer shall execute and the Trustee shall authenticate upon receipt of a written order of the Issuer in the form of an Officers' Certificate, and cause to be delivered one or more Certificated Securities in an aggregate principal amount equal to the Transfer Amount and (c) if the Securities to be transferred are to be evidenced by an interest in a Global Security, upon receipt of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 Security in which the transferee will hold its beneficial interest in an amount equal to the principal amount Transfer Amount. If the Securities to be transferred consist of IAI Securities, the U.S. Physical Certificates or interests in following shall apply: (x) if such IAI Securities are proposed to be transferred to an Institutional Accredited Investor which is not a QIB, (i) upon the Offshore Global Certificate, as the case may be, being transferredregistration of such transfer such Securities shall continue to be IAI Securities, and (ii) the Trustee Certificated Securities authenticated and delivered in connection with such transfer shall cancel be in denominations of $100,000 and any integral multiple of $1,000 above that amount; and (y) if such IAI Securities are proposed to be transferred to a Non-U.S. Physical Certificates or decrease Person, (i) upon the amount registration of such Offshore Global Certificate so transferredtransfer such Securities shall cease to be IAI Securities, (ii) the Certificated Securities authenticated and delivered in connection with such transfer shall not contain the restriction on minimum denominations of $100,000 and (iii) such Certificated Securities shall be in denominations of $1,000 and any integral multiple thereof. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSInstitutional Accredited Investors and Non- U.S. Persons and other Transfers Exempt under the Securities Act. The following provisions shall apply (x) with respect to the registration of any proposed transfer of a Certificate Security constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by to any Non-U.S. Persons):Person and (y) with respect to the registration of any proposed transfer pursuant to another available exemption from the registration requirements of the Securities Act: (i) The the Registrar shall register the transfer of any CertificateSecurities constituting a Restricted Security, whether or not such Certificate Security bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later second anniversary of the original issue date with respect thereto; provided, however, that neither the Issuer nor any Affiliate of the Certificates and Issuer has held any beneficial interest in such security, or portion thereof, at any time on or prior to the last second anniversary of such issue date on which such Certificate was held by the Company or any affiliate thereof or (yy)(1) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit C hereto or (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit D or (3) in the case of a transfer pursuant to another available exemption from the registration requirements of the Securities Act, the proposed transferee has delivered to the Registrar a certificate in form and substance reasonably acceptable to the Issuer and the aggregate principal amount Registrar in connection with such transfer, together, in the case of clause (1), clause (2) or clause (3) with such other certifications, legal opinions or other information as the Issuer, the Trustee or the Registrar may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Certificates being transferred is at least $100,000.Securities Act, or (z) the Trustee and Registrar have received both an Opinion of Counsel and an Officers' Certificate directing transfer without a Private Placement Legend; and (ii) If the Registrar shall register the transfer of any Securities constituting a Restricted Security, whether or not such Security bears the Private Placement Legend, if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate orSecurity, at a date prior to the Regulation S Restricted Dateupon, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documentscertificate, if any, required by paragraph (i) above and (y) instructions given in accordance with DTCthe Depositary's and the Registrar's procedures, (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding Certificated Securities) a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred (the "Transfer Amount"), (b) if the Securities to be transferred are to be evidenced by Certificated Securities, the Issuer shall execute and the Trustee shall authenticate upon receipt of a written order of the Issuer in the form of an Officers' Certificate, and cause to be delivered one or more Certificated Securities in an aggregate principal amount equal to the Transfer Amount and (c) if the Securities to be transferred are to be evidenced by an interest in a Global Security, upon receipt of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 Security in which the transferee will hold its beneficial interest in an amount equal to the principal amount Transfer Amount. If the Securities to be transferred consist of IAI Securities, the U.S. Physical Certificates or interests in following shall apply: (x) if such IAI Securities are proposed to be transferred to an Institutional Accredited Investor which is not a QIB, (i) upon the Offshore Global Certificate, as the case may be, being transferredregistration of such transfer such Securities shall continue to be IAI Securities, and (ii) the Trustee Certificated Securities authenticated and delivered in connection with such transfer shall cancel be in denominations of $100,000 and any integral multiple of $1,000 above that amount; and (y) if such IAI Securities are proposed to be transferred to a Non-U.S. Physical Certificates or decrease Person, (i) upon the amount registration of such Offshore Global Certificate so transferredtransfer such Securities shall cease to be IAI Securities, (ii) the Certificated Securities authenticated and delivered in connection with such transfer shall not contain the restriction on minimum denominations of $100,000 and (iii) such Certificated Securities shall be in denominations of $1,000 and any integral multiple thereof. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The Unless and until the Securities Act Legend is removed from a Certificated Security or Global Security pursuant to subparagraph (iii) below (including as a result of an exchange completed on the Offshore Securities Exchange Date pursuant to paragraph (a)(ii) above), the following additional provisions shall apply to the Certificatesproposed transfer, exchange or replacement of Certificated Securities: (ai) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Security (or interest in a Global Security) to any Institutional Accredited Investor which is not a QIB Qualified Institutional Buyer (excluding transfers towithin the -27- meaning of Rule 144A under the Securities Act, a "QUALIFIED INSTITUTIONAL BUYER") or on or after the Regulation S Restricted Date, by to a Non-U.S. PersonsPerson (as defined in Regulation S): (iA) The Registrar shall register the transfer of any Certificate, whether Certificated Security containing the Securities Act Legend or not such Certificate bears the Private Placement Legend, any interest in a Restricted Global Security if (x) the requested transfer is at least two years after the later of time period referred to in Rule 144(k) under the original issue date of the Certificates and the last date on which Securities Act as in effect with respect to such Certificate was held by the Company or any affiliate thereof transfer or (y) the proposed transferee (excluding Non-U.S. Persons) has delivered to the Registrar a letter certificate substantially in the form of Exhibit C EXHIBIT C-1 hereto and or if the aggregate principal amount transferee is a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of the Certificates being transferred is at least $100,000EXHIBIT C-2 hereto. (iiB) If the proposed transferor is an Agent Member holding a beneficial interest in a Restricted Global Security and the U.S. Global Certificate or, at proposed transferee is an Institutional Accredited Investor which is not a date prior to the Regulation S Restricted Date, an Offshore Global CertificateQualified Institutional Buyer, upon receipt by the Depositary and Registrar of (x) the documents, if any, documents required by paragraph subparagraph (id)(i)(A) above (if such transfer is pursuant to clause (y) of subparagraph (d)(i)(A) above) and (y) instructions given in accordance with DTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the such transfer and a decrease in the principal amount of such U.S. Restricted Global Certificate Security in an amount equal to the principal amount of the beneficial interest in such U.S. Restricted Global Certificate Security to be transferred, transferred and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its directiondeliver, one or more U.S. Physical Certificates Certificated Securities of like tenor and amount. (bii) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Security (or interest in a Global Security) to a QIB (excluding Non-U.S. Persons):Qualified Institutional Buyer: (iA) If the Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate prior to the Regulation S Restricted Date, the The Registrar shall register the transfer of any Certificated Security containing the Securities Act Legend if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect with respect to such transfer or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto 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, in the case of a transfer of a U.S. Physical Certificate, who has signed the certification provided for on the form of 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, Security stating, or has otherwise advised the Trustee Company and the Registrar in writing, that it is purchasing the 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 and any such account, account is a QIB Qualified Institutional Buyer 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. (iiB) Upon If the Security to be transferred is a Certificated Security containing the Securities Act Legend and the proposed transferee is an Agent Member holding such interest on behalf of a Qualified Institutional Buyer, upon receipt by the Registrar of (x) the documents referred to in subparagraph (d)(i)(A) above (if such transfer is pursuant to clause (iy) above of subparagraph (d)(i)(A) above) and (y) instructions given in accordance with DTC'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. Restricted Global Certificate Security in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the Offshore Global Certificate, as the case may be, being transferred, Certificated Security to be transferred and the Trustee shall cancel such U.S. Physical Certificates or decrease the amount of such Offshore Global Certificate Certificated Security so transferred. (ciii) [Intentionally omitted]Upon the registration of transfer, exchange or replacement of Securities bearing the Securities Act Legend, the Registrar shall deliver only Securities that bear the Securities Act Legend unless (x) the requested transfer, exchange or replacement (A) is after the time period referred to in Rule 144(k) under the Securities Act as in effect with respect to such transfer, exchange or replacement or (B) is made under the circumstances contemplated by paragraph (a)(ii) of this Section 2.01 or (y) is delivered to the Registrar an opinion of counsel reasonably satisfactory to the Company to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Upon the registration of transfer, exchange or replacement of Securities not bearing the Securities Act Legend, the Registrar shall deliver Securities that do not bear the Securities Act Legend. (div) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATEBy its acceptance of any Security bearing the Securities Act Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth herein and in the Securities Act Legend and agrees that it will transfer such Security only as provided herein. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth herein. In connection with any transfer of interests Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; PROVIDED that the Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal -29- opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this paragraph (d) in accordance with its customary procedures. The Company shall have the Offshore Global Certificate on right to inspect and make copies of all such letters, notices or after other written communications at any reasonable time upon the Regulation S Restricted Date without requiring any additional certificationgiving of reasonable written notice to the Registrar.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with With respect to the registration of any proposed offer, pledge, resale or other transfer (each a “transfer”) of (A) a beneficial interest in any Global Certificate bearing a Restricted Legend to a Definitive Certificate bearing a Restricted Legend or (B) a beneficial interest in any Institutional Accredited Investor which is not Definitive Certificate bearing a QIB (excluding transfers toRestricted Legend to a Global Certificate bearing a Restricted Legend, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):Registrar shall receive the following: (i) The Registrar shall register if the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter substantially will take delivery in the form of Exhibit C hereto a beneficial interest in a Global Certificate or Definitive Certificate offered and sold in reliance on Rule 144A, then the aggregate principal amount transferor must deliver the form of transfer notice attached to the Certificates being transferred is at least $100,000.Class B Certificate, including the certifications in item (1) thereof; (ii) If if the proposed transferor is an Agent Member holding transferee will take delivery in the form of a beneficial interest in the U.S. a Global Certificate oror a Definitive Certificate offered and sold in reliance on Regulation S, at a date prior then the transferor must deliver the form of transfer notice attached to the Regulation S Restricted Date, an Offshore Global Class B Certificate, upon receipt by including the Registrar of certifications in item (x2) thereof; or (iii) if the documents, if any, required by paragraph (i) transfer is being effected pursuant to and (y) instructions given in accordance with DTC's and Rule 144 under the Registrar's proceduresSecurities Act or is being transferred to the Parent, either Airline or an affiliate thereof, the Registrar shall reflect on its books and records transferor must deliver the date form of the transfer and a decrease in the principal amount of such U.S. Global Certificate in an amount equal notice attached to the principal amount of Class B Certificate, including the beneficial interest certifications in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amountitem (3) thereof. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to a QIB (excluding Non-U.S. Persons): (i) If the proposed transferee is a DTC Participant and the Class B Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate prior to the Regulation S Restricted DateDefinitive Certificates, 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 (ia) above and instructions given in accordance with DTC's ’s and the Registrar's ’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 Certificates in an amount equal to the principal amount of the U.S. Physical Definitive Certificates or interests in the Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such U.S. Physical Definitive Certificates or decrease the amount of such Offshore Global Certificate so transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Offshore Global Certificate Class B Certificates offered and sold in reliance on or after the Regulation S Restricted Date without requiring any additional certificationthat are held by participants through Euroclear or Clearstream.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a 144A Global Note, a Permanent Regulation S Global Note or a Definitive Note to any Institutional Accredited Investor which that is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):) prior to the Resale Restriction Termination Date: (i) The Registrar shall register the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, Definitive Note if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar (A) a letter certificate substantially in the form of Exhibit C hereto J (such certificate also to be delivered to the Issuer), (B) an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act and the aggregate principal amount of the Certificates being transferred is at least $100,000(C) a Confidentiality Agreement duly executed by such transferee. (ii) If the proposed transferor is an Agent Member holding a beneficial interest Beneficial Interest in the U.S. a 144A Global Certificate or, at Note or a date prior to the Permanent Regulation S Restricted Date, an Offshore Global CertificateNote, upon receipt by the Registrar of (xA) the documents, if any, documents required by paragraph (i) Section 2.11(a)(i), including the Confidentiality Agreement, and (yB) instructions given in accordance with DTC's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such U.S. the 144A Global Certificate Note or the Permanent Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest Beneficial Interest in such U.S. the Global Certificate Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver to the transferor or at its directiondeliver, one or more U.S. Physical Certificates Definitive Notes of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Beneficial Interest in a 144A Global Note, a Permanent Regulation S Global Note or a Definitive Note to a QIB (excluding Non-U.S. Persons):) prior to the Resale Restriction Termination Date: (i) If the Certificate Note to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate prior to the Regulation S Restricted Date(A) Definitive Notes, the Registrar shall register reflect the transfer on its books and records if such transfer is being made by a proposed transferor who has checked the box provided for on the form of U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto Note stating, or has otherwise advised the Trustee Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who, in the case of a transfer of a U.S. Physical Certificate, who has signed the certification provided for on the form of 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, Note stating, or has otherwise advised the Trustee Issuer and the Registrar in writing, that (w) it is purchasing the Certificate Note 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, is a QIB account are QIBs within the meaning of Rule 144A, and (x) it is or such QIBs are aware that the sale to it or them is being made in reliance on Rule 144A and has been advised of the applicable transfer restrictions relating to the Certificates and acknowledges acknowledge that it has or they have received such information regarding the Trust and/or the Company Issuer as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information and that information, (y) it is or such QIBs are aware that the transferor is relying upon its the foregoing representations in order to claim the exemption from registration provided by Rule 144A.144A and (z) it has and all such QIBs have duly executed and delivered to the Registrar a Confidentiality Agreement or (B) a Beneficial Interest in a 144A Global Note, the transfer of such Beneficial Interest may be effected only through the book-entry system maintained by DTC and to the extent provided in the agreement with DTC, and, in each case, each transferee has delivered to the Registrar a Confidentiality Agreement duly executed by such transferee. (ii) Upon If the proposed transferee is an Agent Member, and the Note to be transferred is a Definitive Note, upon receipt by the Registrar of the documents referred to in clause (i) above Section 2.11(b)(i), including the Confidentiality Agreement, and instructions given in accordance with DTC's ’s and the Registrar's procedures therefor’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount at maturity of the U.S. 144A Global Certificate Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Trustee shall cancel the Definitive Note so transferred (upon written direction from the Registrar if different from the Trustee). (iii) If the proposed transferee is an Agent Member, and the Note to be transferred is represented by a Beneficial Interest in a Permanent Regulation S Global Note, upon receipt by the Registrar of the documents referred to in Section 2.11(b)(i), including the Confidentiality Agreement, and instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Permanent Regulation S Global Note in an amount equal to the principal amount of the U.S. Physical Certificates or interests Beneficial Interest in the Offshore Permanent Regulation S Global CertificateNote to be transferred, and the Registrar shall reflect on its books and records an increase in the principal amount of the 144A Global Note in an amount equal to such transferred amount. (c) With respect to any proposed transfer of a Beneficial Interest in a Temporary Regulation S Global Note to an Institutional Accredited Investor prior to the Resale Restriction Termination Date, the Registrar shall reflect on its books and records the transfer of such Beneficial Interest (A) if the proposed transferee is a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit I (such certificate also to be delivered to the Issuer) and the proposed transferee has duly executed and delivered to the Registrar a Confidentiality Agreement (in which case the transferee will receive a corresponding Beneficial Interest in the Temporary Regulation S Global Note) or (B) if the proposed transferee is a QIB and the proposed transferor has checked the box provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised the Issuer and the Registrar in writing, that (w) it is purchasing the Note (or the Beneficial Interest therein) for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, (x) it is or such QIBs are aware that the sale to it or them is being made in reliance on Rule 144A and acknowledge that it has or they have received such information regarding the Issuer as it has or they have requested pursuant to Rule 144A or has or have determined not to request such information, (y) it is or such QIBs are aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A and (z) it has and all such QIBs have duly executed and delivered to the Registrar a Confidentiality Agreement (in which case the Registrar shall reflect on its books and records the date and an increase in the principal amount of the 144A Global Note of the relevant class, in an amount equal to the principal amount of the Temporary Regulation S Global Note (or the Beneficial Interest therein) of such class to be transferred, and the Trustee shall decrease the amount of the Temporary Regulation S Global Note of such class (upon written direction from the Registrar if different from the Trustee)). (d) Except as set forth in Section 2.11(c), prior to the Resale Restriction Termination Date, the following provisions shall apply with respect to any transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person: (i) Except as set forth in Section 2.11(c), prior to the applicable Regulation S Global Note Exchange Date, the Registrar shall not register or reflect on its books and records any proposed transfer of a Note (or a Beneficial Interest therein) to a Non-U.S. Person. (ii) The Registrar shall register or reflect on its books and records, as the case may be, being any proposed transfer of a Note (or a Beneficial Interest therein) to any Non-U.S. Person that is an Institutional Accredited Investor if the Note to be transferred is a Definitive Note or a Beneficial Interest in a 144A Global Note, upon receipt of a certificate substantially in the form of Exhibit I from the proposed transferor and a Confidentiality Agreement duly executed and delivered to the Registrar by such Non-U.S. Person that is an Institutional Accredited Investor. (iii) (A) If the proposed transferor is an Agent Member holding a Beneficial Interest in a 144A Global Note, upon receipt by the Registrar of (x) the documents, if any, required by Section 2.11(d)(ii) and (y) instructions in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Beneficial Interest in such 144A Global Note to be transferred, and (B) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Permanent Regulation S Global Note of the relevant class in an amount equal to the principal amount of the Beneficial Interest in such 144A Global Note or any Definitive Notes issued in exchange for such Beneficial Interest in such 144A Global Note to be transferred, and the Trustee shall cancel such U.S. Physical Certificates the Definitive Note, if any, so transferred or decrease the amount of such Offshore the 144A Global Certificate so transferredNote (upon written direction from the Registrar if different from the Trustee). (ce) [Intentionally omitted]With respect to any proposed transfer of any Note (or a Beneficial Interest therein) after the Resale Restriction Termination Date, the Registrar shall reflect the transfer of such Note or Beneficial Interest on its books and records (along with any appropriate increase or decrease in the principal amount at maturity of any Global Note upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures) if the proposed transferee has duly executed and delivered to the Registrar a Confidentiality Agreement. (df) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATEUpon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend. (g) By its acceptance of any Note bearing the Private Placement Legend, each Noteholder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note (or the Beneficial Interest therein) only as provided in this Indenture and in accordance with the Private Placement Legend. The Registrar shall not register any or reflect on its books and records a transfer of interests any Note (or any Beneficial Interest therein) unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture and in accordance with the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.Private Placement

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NONTransfers to Non-QIB INSTITUTIONAL ACCREDITED INVESTORSInstitutional Accredited Investors and Non-U.S. persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate Security constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to, or on or after the Regulation S Restricted Date, by Nonto any non-U.S. Persons):person: (i1) The the Registrar shall register the transfer of any CertificateSecurity constituting a Restricted Security, whether or not such Certificate Security bears the Private Placement Legend, if (x) the requested transfer is at least not prior to the date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date Issue Date of the Certificates and such Security (or of any Predecessor Security) or the last date day on which such Certificate was held by the Company or any affiliate thereof Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) (1) in the case of a transfer to a person purporting to be an Institutional Accredited Investor which is not a QIB (excluding non-U.S. persons), the proposed transferee has delivered to the Registrar a letter certificate substantially in the form of Exhibit C hereto and or (2) in the aggregate principal amount case of a transfer to a person purporting to be a non-U.S. person, the Certificates being transferred is at least $100,000.proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto; and (ii2) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. a Global Certificate or, at a date prior to the Regulation S Restricted Date, an Offshore Global CertificateSecurity, upon receipt by the Registrar of (x) the documentscertificate, if any, required by paragraph (i1) above and (y) instructions given in accordance with DTCthe Depository's and the Registrar's procedures, ; (a) the Registrar shall reflect on its books and records the date of and (if the transfer and does not involve a transfer of Outstanding Physical Securities) a decrease in the principal amount at maturity of such U.S. a Global Certificate Security in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. a Global Certificate Security to be transferred, and (b) the Company shall execute, execute and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates Securities of like tenor and amount. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a 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 Offshore Global Certificate 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 at maturity of the U.S. Global Certificate in an amount equal to the principal amount of the U.S. Physical Certificates or interests in the 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 Offshore Global Certificate so transferredauthorized denominations. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer of interests in the Offshore Global Certificate on or after the Regulation S Restricted Date without requiring any additional certification.

Special Transfer Provisions. The following provisions shall apply to the Certificates: (a) TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with With respect to the registration of any proposed offer, pledge, resale or other transfer (each a “transfer”) of (A) a beneficial interest in any Global Certificate bearing a Restricted Legend to another Global Certificate bearing a Restricted Legend, (B) a beneficial interest in any Institutional Accredited Investor which is not Global Certificate bearing a QIB Restricted Legend to a Definitive Certificate bearing a Restricted Legend or (excluding transfers toC) a beneficial interest in any Definitive Certificate bearing a Restricted Legend to a Global Certificate bearing a Restricted Legend, or on or after the Regulation S Restricted Date, by Non-U.S. Persons):Registrar shall receive the following: (i) The Registrar shall register if the transfer of any Certificate, whether or not such Certificate bears the Private Placement Legend, if (x) the requested transfer is at least two years after the later of the original issue date of the Certificates and the last date on which such Certificate was held by the Company or any affiliate thereof or (y) the proposed transferee has delivered to the Registrar a letter substantially will take delivery in the form of Exhibit C hereto a beneficial interest in a Global Certificate or Definitive Certificate offered and sold in reliance on Rule 144A, then the aggregate principal amount transferor must deliver the form of transfer notice, including the Certificates being transferred is at least $100,000.certifications in item (1) thereof; (ii) If if the proposed transferor is an Agent Member holding transferee will take delivery in the form of a beneficial interest in the U.S. a Global Certificate or a Definitive Certificate offered and sold in reliance on Regulation S, then the transferor must deliver the form of transfer notice, including the certifications in item (2) thereof; or, at a date prior (iii) if the transfer is being effected pursuant to the Regulation S Restricted Date, an Offshore Global Certificate, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with DTC's and Rule 144 under the Registrar's proceduresSecurities Act or is being transferred to the Company or an affiliate thereof, the Registrar shall reflect on its books and records transferor must deliver the date form of transfer notice, including the transfer and a decrease certifications in the principal amount of such U.S. Global Certificate in an amount equal to the principal amount of the beneficial interest in such U.S. Global Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more U.S. Physical Certificates of like tenor and amountitem (3) thereof. (b) TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificate to a QIB (excluding Non-U.S. Persons): (i) If the proposed transferee is a DTC Participant and the Class B Certificate to be transferred consists of U.S. Physical Certificates or an interest in any Offshore Global Certificate prior to the Regulation S Restricted DateDefinitive Certificates, 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 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, in the case of a transfer of a U.S. Physical Certificate, has signed the certification provided for on the form of 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 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 (ia) above and instructions given in accordance with DTC's ’s and the Registrar's ’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 Certificates in an amount equal to the principal amount of the U.S. Physical Definitive Certificates or interests in the Offshore Global Certificate, as the case may be, being transferred, and the Trustee shall cancel such U.S. Physical Definitive Certificates or decrease the amount of such Offshore Global Certificate so transferred. (c) [Intentionally omitted]. (d) TRANSFERS OF INTERESTS IN THE OFFSHORE GLOBAL CERTIFICATE ON OR AFTER THE REGULATION S RESTRICTED DATE. The Registrar shall register any transfer provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Offshore Global Certificate Class B Certificates offered and sold in reliance on or after the Regulation S Restricted Date without requiring any additional certificationthat are held by participants through Euroclear or Clearstream.