Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Exhibit C or Exhibit D or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration date which is forty days after the later of the Issue Date, the closing date of the issuance of any Additional Notes and when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Restricted Period:”): (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C hereof from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 under Exhibit C or Exhibit D or any additional certification (c) In the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (a) and (b) of this Section 2.15 above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company and notified to the Trustee in writing.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.7(a) from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Distribution Compliance Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon upon: (A) the delivery by the transferor of a written certificate substantially in the form set forth in Section 2.7(b); and (B) the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof 2.7(a) from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Distribution Compliance Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 2.7 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Distribution Compliance Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Distribution Compliance Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 2.7 or any additional certification.

Transfer and Exchange. (a) The Subject to Section 1.02(f), the following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security a beneficial interest therein prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a A transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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. (ii) a A transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 attached hereto from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The Subject to Section 1.02(f), the following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note or a beneficial interest therein prior to the expiration of the Restricted Period: (i) a A transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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. (ii) a A transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof attached hereto from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 the form attached hereto or any additional other certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed registration of transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor Securities thereto) (the “"Resale Restriction Termination Date”"): (i) a registration of transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a registration of transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 3.14 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a registration of transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 3.15 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed registration of transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a registration of transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificateSecurity, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a registration of transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 3.14 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a registration of transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 3.15 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.73.14, Section 2.8 3.15 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, transferee that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. Prior to the expiration of the Restricted Period, a registration of transfer of a Regulation S Note or a beneficial interest therein shall only be made to a Non-U.S. Person and shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Company, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to the Company. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateSecurity, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.7 from the proposed transferee and, if requested by the Company or the Trustee, the receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.8 from the proposed transferor and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Section 2.7 or 2.8 or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the Security, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.8 hereof from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in under Section 2.7, Section 2.7 or 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers Issuer or any affiliate Affiliate of the Company Issuer was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C from the proposed transferee transferor and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Exhibit C or D or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration date which is 40 days after the later of the Issue Date, the closing date of the issuance of any Additional Notes and when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Restricted Period:”): (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof under Exhibit C from the proposed transferee transferor and, if requested by the Issuers Issuer or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 under Exhibit C or D or any additional certification (c) In the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of Sections 2.15(a) and 2.15(b) (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Issuer and notified to the Trustee in writing.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) When Warrants are presented to the Company with a request to register the transfer of a Rule 144A Security such Warrants or to exchange such Warrants for an Institutional Accredited Investor Security equal number of Warrants of other authorized denominations, the Company shall register the transfer or a beneficial interest therein to a QIB make the exchange; provided, however, that the Warrant Certificates representing such Warrants surrendered for transfer or exchange: (1) shall be made upon duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144ACompany, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt duly executed by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of themHolder thereof; and (iii2) a transfer in the case of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person Warrants that are Transfer Restricted Securities, shall be made upon receipt accompanied by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other following additional information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Periodand documents: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, certificate from such Holder in substantially the form of assignment on Exhibit B hereto certifying that: such securities are being delivered for registration in the reverse name of such Holder without transfer; such securities are being transferred to the certificate, that it is purchasing Company; such securities are being transferred pursuant to an effective registration statement under the Security for its own account Securities Act; or an account with respect such securities are being transferred (w) to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within ”, as defined in Rule 144A under the meaning of Securities Act pursuant to such Rule 144A, and is aware that (x) in an offshore transaction in accordance with Rule 904 under the sale to it is being made Securities Act, (y) in reliance on a transaction meeting the requirements of Rule 144A and acknowledges that it has received such information regarding 144 under the Issuers as the undersigned has requested Securities Act or (z) 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 another available exemption from the registration provided by Rule 144A;requirements of the Securities Act; and (ii) a provided, however, that in the case of any transfer described under clause (a)(ii)(A)(4) of a Regulation S Security this Section 2.4, the certificate will be accompanied by an opinion of counsel reasonably acceptable to the Company that the transfer is exempt from the registration requirements of the Securities Act. (1) To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates as required pursuant to the provisions of this Section 2.4. (2) All Warrant Certificates issued upon any registration of transfer or a beneficial interest therein exchange of Warrants shall be the valid obligations of the Company, entitled to an IAI the same benefits under this Agreement as the Warrant Certificates surrendered upon such registration of transfer or exchange. (3) No service charge shall be made upon receipt by the Trustee Company to any Holder for any registration of transfer or its agent exchange upon surrender of a certificate substantially any Warrant Certificate at the principal office of the Company. The Company will pay all documentary stamp taxes attributable to the issuance of the Warrants and the Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the form issuance of any Warrant Certificates or any certificates for Warrant Shares in a name other than the Holder of such Warrant Certificate. (4) Upon any sale or transfer of Warrants pursuant to an effective registration statement under the Securities Act, in accordance with Rule 144 under the Securities Act or pursuant to an opinion of counsel reasonably satisfactory to the Company that no legend is required, the Company shall permit the Holder thereof to exchange such Warrants for Warrants represented by Warrant Certificates that do not bear the legend set forth in Section 2.7 from 2.5(a) hereof and rescind any restriction on the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of such Warrants; provided, however, that the Warrant Certificate shall continue to bear a Regulation S Security or a beneficial interest therein legend with respect to a Non-U.S. Person shall be made upon receipt by restrictions on the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration transfer of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationWarrant Shares.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.07 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.08 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.07 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.08 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth provided for in Section 2.72.07 or Section 2.08 hereof, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Distribution Compliance Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Distribution Compliance Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 2.7 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon receipt by the representation Trustee or its agent of the transferee a certificate substantially in the form as of the Form of Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities set forth on the reverse of the Security Note that it the transferee is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, and the delivery of an opinion Opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counselCounsel, certification and/or other information satisfactory to each of them. (b) Upon the transfer, exchange or replacement of Notes not bearing a Restricted Note Legend, the Registrar shall deliver Notes that do not bear a Restricted Note Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Note Legend, the Registrar shall deliver only Notes that bear such Restricted Note Legend unless (i) a Note is being transferred pursuant to an effective registration statement or (ii) there is delivered to the Registrar an Opinion of Counsel 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. (c) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6 until the Notes have matured and been paid in full. The Company shall have the 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 Registrar. (d) The following provisions shall apply obligations with respect to any proposed transfer transfers and exchanges of a Regulation S Security prior to the expiration of the Restricted PeriodNotes shall apply: (i) a transfer To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall upon receipt of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon Company Order, authenticate Definitive Notes and Global Notes at the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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;Registrar’s request. (ii) a transfer of a Regulation S Security or a beneficial interest therein to an IAI No service charge shall be made upon receipt by to a Holder for any registration of transfer or exchange, but the Trustee or its agent Company may require payment of a certificate substantially sum sufficient to cover any transfer tax, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 6.4, 7.1 or 9.5). (iii) The Registrar shall not be required to register the form set forth transfer of or exchange of any Note (A) for a period beginning at the opening of business 15 days before any selection of Notes for redemption or repurchase and ending at the close of business on the day notice of such redemption or repurchase is deemed to have been given to all Holders of Notes to be so redeemed or repurchased or (B) selected for redemption or repurchase in Section 2.7 from whole or in part, except for the proposed transferee andtransfer of the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, Paying Agent, the Conversion Agent or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest (including Liquidated Damages, if requested by any) on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers or Company, the Trustee, the delivery of an opinion of counselPaying Agent, certification and/or other information satisfactory the Conversion Agent or the Registrar shall be affected by notice to each of them; andthe contrary. (iiiv) a All Notes issued upon any transfer or exchange pursuant to the terms of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person this Indenture shall evidence the same debt and shall be made entitled to the same benefits under this Indenture as the Notes surrendered upon receipt by the Trustee such transfer or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationexchange.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Issuer or any affiliate of the Company Issuer was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Issuer as the undersigned such transferee 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Issuer as the undersigned such transferee 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer and exchange of a Rule 144A Security Global Notes or an Institutional Accredited Investor Security prior beneficial interests therein shall be effected through the Clearing Agency, in accordance with this Indenture and the procedures of the Clearing Agency therefor, which shall include restrictions on transfer comparable to those set forth herein to the date which is two years after extent required by the later of the date of its original issue and the last date on which the Issuers or Securities Act. Beneficial interests in any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest therein in the same Rule 144A Global Note in accordance with the transfer restrictions set forth in the legends referred to in Section 2.9. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.8. In connection with any transfer, each such transferor of such Rule 144A Global Note shall be deemed to have represented and agreed that (x) such Rule 144A Global Note is being transferred in accordance with Rule 144A under the Securities Act to a QIB shall be made upon transferee that the representation of the transferee in the form as set forth on the reverse of the Security that it transferor reasonably believes is purchasing such Notes for its own account or an account with respect to which it the transferee exercises sole investment discretion and that it each of the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that in each case in a transaction meeting the sale to it is being made in reliance on requirements of Rule 144A and acknowledges that it has received in accordance with any applicable securities laws of any state of the United States or any other jurisdiction, and (y) each such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request transferee of 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI Note shall be deemed to have made upon receipt by the Trustee or its agent of a certificate substantially in the form representations set forth in Section 2.7 from the proposed 2.4(a)(i) through (iv). In addition, each such transferee andof such Rule 144A Global Note shall be responsible for providing additional information or certification, if as shall be reasonably requested by the Issuers Issuer or the TrusteeAdministrator on behalf of the Issuer or any initial purchaser of such Notes, to support the delivery truth and accuracy of an opinion of counselthe foregoing acknowledgments, certification and/or other representations and agreements, it being understood that such additional information satisfactory is not intended to each of them; and (iii) a create additional restrictions on the transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of themNotes. (b) The following provisions Indenture Trustee shall apply with respect to any proposed not register the exchange of interests in a Note for a Definitive Note or the transfer of or exchange of a Regulation S Security prior Note during the period beginning on any Note Record Date and ending on the next following Payment Date. (c) To permit registrations of transfers and exchanges, the Issuer shall execute and the Indenture Trustee shall authenticate Notes, subject to such rules as the Indenture Trustee may reasonably require. No service charge to the expiration Noteholder shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Note Registrar may require payment of a sum sufficient to cover any transfer tax or similar government charge payable in connection therewith. (d) All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Section 2.8 shall be the valid obligations of the Restricted PeriodIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (e) Prior to due presentment for registration of transfer of any Note, the Indenture Trustee, the Note Registrar and the Issuer may deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Indenture Trustee, the Note Registrar or the Issuer shall be affected by notice to the contrary. (f) Notwithstanding any other provision of this Section 2.8, the typewritten Note or Notes representing Book-Entry Notes may be transferred, in whole but not in part, only to another nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Issuer or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.8 and Section 2.18. (g) Each transferee of an interest in a Book-Entry Note shall be deemed to represent and warrant, and each transferee of an interest in a Definitive Note shall deliver a certification representing and warranting, that: (i) With respect to the Class A, Class B, Class C and Class D Notes, either (i) it is not, and for so long as it holds any beneficial interest in any such Note will not be (x) a transfer Benefit Plan Investor, (y) a governmental, church or non-U.S. plan that is subject to any federal, state, local or non-U.S. laws that are substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) or (z) an entity any of the assets of which are (or are deemed for purposes of Similar Law to be) plan assets of any such governmental, church or non-U.S. plan, or (ii) its acquisition, holding and disposition of such Note will not constitute or result in a Regulation S Security non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a beneficial interest therein to a QIB shall be made upon the representation violation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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;Similar Law. (ii) With respect to the Class E, Class F and Class G Notes, (x) it is not a transfer Benefit Plan Investor, and (y) if it is a governmental, church or non-U.S. that is subject to Similar Law or an entity any of the assets of which are (or are deemed for purposes of Similar Law to be) plan assets of any such governmental, church or non-U.S. plan, its acquisition and holding of such Note will not give rise to a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by violation of Similar Law. (h) It acknowledges that the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Indenture Trustee, the Issuer, each initial purchaser of the Notes, and their Affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same. If it is acquiring any Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. (i) The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interests in any Rule 144A Global Note) other than to require delivery of an opinion of counselsuch certificates and other documentation or evidence as are expressly required by, certification and/or other information satisfactory and to each of them; anddo so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (iiij) The Issuer has structured this Indenture and the Notes have been (or will be) issued with the intention that the Issuer will be treated as a transfer grantor trust under Treasury Regulations Section 301.7701-4, and any person acquiring any direct or indirect interest in any Notes agrees that by acceptance of a Regulation S Security its Note, to treat such Note for United States federal, state and local income tax purposes, prior to any Indenture Event of Default or a beneficial interest therein prior to a NonRepo Trigger Event, as an interest in a grantor trust under Treasury Regulations Section 301.7701-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification4.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. Prior to the expiration of the Restricted Period, a registration of transfer of a Regulation S Note or a beneficial interest therein shall only be made to a Non-U.S. Person and shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Company, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to the Company. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateSecurity, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Company or the Trustee, the receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the Security, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.7 or 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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;; 36 30 (ii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, transferee that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateSecurity, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.7 from the proposed transferee and, if requested by the Company or the Trustee, the receipt by the Trustee or its agent of an Opinion of Counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.8 from the proposed transferor and, if requested by the Company or the Trustee, the delivery of an Opinion of Counsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Section 2.7 or Section 2.8 or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the Security, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.8 hereof from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in under Section 2.7, 2.7 or Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth provided for in Section 2.7, 2.7 or Section 2.8 hereof, or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years at least six months after the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers Issuer or any affiliate Affiliate of the Company Issuer was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C from the proposed transferee transferor and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Exhibit C or Exhibit D or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration date which is forty days after the later of the Issue Date, the closing date of the issuance of any Additional Notes and when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Restricted Period:”): (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C hereof from the proposed transferee transferor and, if requested by the Issuers Issuer or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 under Exhibit C or Exhibit D or any additional certification (c) In the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (a) and (b) of this Section 2.15 above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Issuer and notified to the Trustee in writing.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers or any affiliate of the Company Issuers was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a1) The following provisions shall apply with respect to any proposed transfer Transfer and Exchange of a Rule 144A Security or an Institutional Accredited Investor Security prior Notes in Certificated Form. In addition to the date which is two years after the later of the date of its original issue and the last date on which the Issuers or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form requirements set forth in Section 2.7 from 2.07 of the proposed transferee andOriginal Indenture, if requested the Notes in certificated form that are Registrable Securities under the Registration Rights Agreement (the “Transfer Restricted Securities”) presented or surrendered for registration of transfer or exchange pursuant to Section 2.07 of the Original Indenture shall be accompanied by the Issuers or following additional information and documents, as applicable, upon which the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; andRegistrar may conclusively rely: (iiia) if such Transfer Restricted Securities are being delivered to the Registrar by a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth of the Exchange/Transfer Certificate included in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them.Exhibit A hereto); or (b) The following provisions shall apply if such Transfer Restricted Securities are being transferred (1) to a QIB in accordance with respect Rule 144A under the Securities Act or (2) pursuant to any proposed transfer an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Company or the Trustee so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such holder (in substantially the form of the Exchange/Transfer Certificate included in Exhibit A hereto); or (c) if such Transfer Restricted Securities are being transferred pursuant to an exemption from registration in accordance with Rule 904 of Regulation S Security prior under the Securities Act, certifications to that effect from such Holder (in substantially the expiration form of the Restricted Period: both (i) a transfer of a the Exchange/Transfer Certificate included in Exhibit A hereto and (ii) the Regulation S Security Certificate included in Exhibit A hereto) and an opinion of counsel to that effect if the Company or a beneficial interest therein to a QIB shall be made upon the representation Trustee so requests; or (d) if such Transfer Restricted Securities are being transferred in reliance on and in compliance with another exemption from the registration requirements of the transfereeSecurities Act, a certification to that effect from such Holder (in substantially the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion Exchange/Transfer Certificate included in Exhibit A hereto) and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory counsel to each of them; and (iii) a transfer of a Regulation S Security that effect if the Company or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationso requests.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer Transfer and Exchange of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein Notes in Definitive Form. In addition to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form requirements set forth in Section 2.7 from 2.07 of the proposed transferee andOriginal Indenture, if requested Notes in definitive form that are Registrable Securities under the Registration Rights Agreement referred to in Section 1.6 hereof (the "Transfer Restricted Securities") presented or surrendered for registration of transfer or exchange pursuant to Section 2.07 of the Original Indenture shall be accompanied by the Issuers or following additional information and documents, as applicable, upon which the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; andRegistrar may conclusively rely: (iiia) if such Transfer Restricted Securities are being delivered to the Registrar by a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them.Exhibit B hereto); or (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the if such Transfer Restricted Period: Securities are being transferred (i1) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the representation of Issuer or the transfereeTrustee so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of assignment on Exhibit B hereto); or (c) if such Transfer Restricted Securities are being transferred pursuant to an exemption from registration in accordance with Rule 904 of Regulation S under the reverse Securities Act, certifications to that effect from such Holder (in substantially the form of Exhibits B and C hereto) and an opinion of counsel to that effect if the certificate, that it is purchasing Issuer or the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any Trustee so requests; or (d) if such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is Transfer Restricted Securities are being made transferred in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned 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 compliance with another exemption from the registration provided by Rule 144A; requirements of the Securities Act, a certification to that effect from such Holder (ii) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate in substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of Exhibit B hereto) and an opinion of counsel, certification and/or other information satisfactory counsel to each of them; and (iii) a transfer of a Regulation S Security that effect if the Issuer or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationso requests.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateSecurity, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.7 from the proposed transferee and, if requested by the Company or the Trustee, the receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.8 from the proposed transferor and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Section 2.7 or 2.8 or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the Security, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.8 hereof from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in under Section 2.7, Section 2.7 or 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”"RESALE RESTRICTION TERMINATION DATE"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth of an assignment on the reverse of the Security certificate that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may Note shall be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationfreely transferable.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.07 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.08 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.07 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.08 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth provided for in Section 2.72.07 or Section 2.08 hereof, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit C from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit C from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit D hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7Exhibit C, Section 2.8 Exhibit D or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Global Note or an Institutional Accredited Investor Security Note prior to the date which is two years six months after (assuming at the time of transfer the Issuers are in compliance with the public information requirements of Rule 144(c) under the Securities Act and, if not, one year after) the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers an Issuer or any affiliate Affiliate of the Company Issuers was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i1) a transfer of a Rule 144A Security Global Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned 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; (ii2) a transfer of a Rule 144A Security Global Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Global Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C from the proposed transferee transferor and, if requested by the Issuers or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Global Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Exhibit C or Exhibit D or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration date which is forty days after the later of the Issue Date, the closing date of the issuance of any Additional Notes and when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Restricted Period:”): (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C hereof from the proposed transferee transferor and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 under Exhibit C or Exhibit D or any additional certification. (c) In the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6 hereof, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (a) and (b) of this Section 2.15 above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Issuers and notified to the Trustee in writing.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon receipt by the representation Trustee or its agent of the transferee a certificate substantially in the form as of the Form of Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities set forth on the reverse of the Security Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form of the Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S set forth in Section 2.8 on the reverse of the Note from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) Upon the transfer, exchange or replacement of Notes not bearing a Restricted Note Legend, the Registrar shall deliver Notes that do not bear a Restricted Note Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Note Legend, the Registrar shall deliver only Notes that bear such Restricted Note Legend unless (i) an Initial Note is being transferred pursuant to an effective registration statement or (ii) there is delivered to the Registrar an Opinion of Counsel 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. (c) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6 until the Notes have matured. The Company shall have the 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 Registrar. (d) The following obligations with respect to transfers and exchanges of Notes shall apply: (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall upon receipt of a Company direction or order, authenticate Definitive Notes and Global Notes at the Registrar's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 13.5). (iii) The Registrar shall not be required to register the transfer of or exchange of any Note for a period beginning (1) 15 Business Days before the mailing of a notice of an offer to repurchase Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, Paying Agent, the Conversion Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Conversion Agent or the Registrar shall be affected by notice to the contrary. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (e) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted PeriodTrustee obligations: (i) a transfer The Trustee shall have no responsibility or obligation to any beneficial owner of a Regulation S Security Global Note, a member of, or a beneficial interest therein to a QIB shall be made upon participant in, the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account Depositary or an account other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which it exercises sole investment discretion shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and that it procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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;beneficial owners. (ii) a The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of a Regulation S Security any interest in any Note (including any transfers between or a among Depositary participants, members or beneficial interest therein owners in any Global Note) other than to an IAI shall be made upon receipt by the Trustee require delivery of such certificates and other documentation or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee andevidence as are expressly required by, and to do so if requested by the Issuers or the Trusteeand when expressly required by, the delivery terms of an opinion of counselthis Indenture, certification and/or other information satisfactory and to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein examine the same to a Non-U.S. Person shall be made upon receipt by determine substantial compliance as to form with the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationexpress requirements hereof.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted applicable distribution compliance period specified in Rule 903(b) of Regulation S (the “Distribution Compliance Period:”): (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Distribution Compliance Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. 8 (a) The following provisions shall apply When CVRs are presented to the CVR Agent with respect a request to any proposed register the transfer of a Rule 144A Security such CVRs or to exchange such CVRs for an Institutional Accredited Investor Security prior to equal number of CVRs of other authorized denominations, the date which is two years after CVR Agent shall register the later of transfer or make the date of exchange as requested if its original issue and reasonable requirements for such transaction are met; provided, however, that the last date on which the Issuers CVR Certificates representing such CVRs surrendered for transfer or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”):exchange: (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the representation of Company and the transferee CVR Agent, duly executed by the Holder thereof or his attorney duly authorized in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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 144Awriting; (ii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the CVR Agent, duly executed by the Trustee Holder thereof or its agent of a certificate substantially his attorney duly authorized in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of themwriting; and (iii) in the case of CVRs that are Transfer Restricted Securities, shall be accompanied by the following additional information and documents: (A) a certificate from such Holder in substantially the form of Exhibit C hereto certifying that: (1) such securities are being delivered for registration in the name of such Holder without transfer; (2) such securities are being transferred to the Company; (3) such securities are being transferred pursuant to an effective registration statement under the Securities Act; or (4) such securities are being transferred (w) to a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act pursuant to such Rule 144A, (x) in an offshore transaction in accordance with Rule 904 under the Securities Act, (y) in a transaction meeting the requirements of Rule 144 under the Securities Act or (z) pursuant to another available exemption from the registration requirements of the Securities Act; and (B) in the case of any transfer described under clause (a)(iii)(A)(4)(x), (y) and (z) of this Section 2.4, evidence reasonably satisfactory to the CVR Agent and the Company (which may include an opinion of counsel) as to compliance with the restrictions set forth in the legend in Section 2.5. 9 (i) To permit registrations of transfers and exchanges meeting the requirements of clause (a) of this Section 2.4, the Company shall execute and the CVR Agent shall countersign CVR Certificates as required pursuant to the provisions of this Section 2.4. (ii) All CVR Certificates issued upon any registration of transfer or exchange of CVRs shall evidence the valid obligations of the Company, and benefits conferred under this Agreement, as the CVR Certificates surrendered upon such registration of transfer or exchange. (iii) Prior to due presentment of any CVR Certificate for registration of transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein any CVR, the CVR Agent and the Company may deem and treat the Person in whose name any CVR is registered as the absolute owner of such CVR and neither the CVR Agent nor the Company shall be affected by notice to a Non-U.S. Person the contrary. (iv) No service charge shall be made to a Holder for any registration of transfer or exchange upon receipt by surrender of any CVR Certificate at the Trustee or its agent office of the CVR Agent maintained for that purpose. However, the Company may require payment of a certificate substantially sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of CVR Certificates. (v) Upon any sale or transfer of CVRs pursuant to an effective registration statement under the form Securities Act, pursuant to Rule 144(k) under the Securities Act or pursuant to an opinion of counsel reasonably satisfactory to the Company that no legend is required, the CVR Agent shall permit the Holder thereof to exchange such CVRs for CVRs represented by CVR Certificates that do not bear the legend set forth in Section 2.8 from 2.5 and rescind any restriction on the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationCVRs.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years one year (or such shorter period ending on the date on which such Rule 144A Note or Institutional Accredited Investor Note first becomes tradable by a non-affiliated Holder thereof without restriction as to volume) after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to (i) Notwithstanding any proposed transfer other provision of a Rule 144A Security this Indenture or an Institutional Accredited Investor Security prior to the date which is two years after Securities, until the later expiration of the date of its original issue and the last date on which the Issuers or any affiliate applicable holding period set forth in Rule 144(k) of the Company was the owner of such Securities Act (or any predecessor thereto) (successor provision), the “Resale Restriction Termination Date”): Securities may not be offered, sold, pledged or otherwise transferred in whole or in part except (i) to a transfer of Person whom the transferor reasonably believes is a qualified institutional buyer, as such term is defined in Rule 144A Security or an Institutional Accredited Investor Security or (a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing “QIB”), acquiring for its own account or an for the account with respect to which it exercises sole investment discretion and that it and any such account is of a “qualified institutional buyer” within QIB in a transaction meeting the meaning requirements of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested (ii) 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 an exemption from registration under the Securities Act provided by Rule 144A; 144 thereunder (iiif available), (iii) subject to Section 2.07(d) below, to an institutional investor that is an “accredited investor” as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act pursuant to an exemption from registration under the Securities Act (if available), (iv) pursuant to an effective registration statement under the Securities Act or (v) to the Company or the Guarantor, or any of their Subsidiaries, in each of cases (i) through (v) in accordance with any applicable securities laws of any state of the United States and other jurisdictions. Whenever, prior to the expiration of such holding period, any Security is presented or surrendered for registration of transfer or exchange for a transfer Security registered in a name other than that of the Holder thereof, such Security must be accompanied by a certificate in substantially the form set forth in Exhibit B, dated the date of such surrender and signed by the Holder of such Security (and in the case of a Rule 144A Security or proposed transfer to an Institutional IAI, by an Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt Certificate signed by the Trustee or its agent of a certificate proposed transferee substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested Exhibit C and by the Issuers or the Trustee, the delivery an Opinion of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior Counsel acceptable to the expiration Company), as to compliance with such restrictions on transfer. The Security Registrar shall not be required to accept for such registration of the Restricted Period: (i) a transfer or exchange any Security not so accompanied by such properly completed certificates and Opinion of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transfereeCounsel, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationapplicable.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.13 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.14 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to 26 a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.13 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof 2.14 from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 2.14 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years six months after (assuming at the time of transfer the Company is in compliance with the public information requirements of Rule 144(c) under the Securities Act and, if not, one year after) the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): ): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; ; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit C from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit C from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit D hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7Exhibit C, Section 2.8 Exhibit D or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security prior to the date which is two years one year after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit C from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit C from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit D hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counselcounsel stating that such transaction is exempt from registration under the Federal securities laws, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7Exhibit C, Section 2.8 Exhibit D or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”"RESALE RESTRICTION TERMINATION DATE"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 SECTION 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 SECTION 2.9 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 SECTION 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 SECTION 2.9 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7SECTION 2.8, Section 2.8 SECTION 2.9 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note (which is not an Exchange Note) or an Institutional Accredited Investor Security a beneficial interest therein prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.6 hereof from the proposed transferee and, if requested by the Issuers or the TrusteeCompany, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; andit; (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made in reliance upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers or the TrusteeCompany, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationit.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer and exchange of a Rule 144A Security Global Notes or an Institutional Accredited Investor Security prior beneficial interests therein shall be effected through the Clearing Agency, in accordance with this Indenture and the procedures of the Clearing Agency therefor, which shall include restrictions on transfer comparable to those set forth herein to the date which is two years after extent required by the later of the date of its original issue and the last date on which the Issuers or Securities Act. Beneficial interests in any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest therein in the same Rule 144A Global Note in accordance with the transfer restrictions set forth in the legends referred to in Section 2.9. No written orders or instructions shall be required to be delivered to the Note Registrar to effect the transfers described in this Section 2.8. In connection with any transfer, each such transferor of such Rule 144A Global Note shall be deemed to have represented and agreed that (x) such Rule 144A Global Note is being transferred in accordance with Rule 144A under the Securities Act to a QIB shall be made upon transferee that the representation of the transferee in the form as set forth on the reverse of the Security that it transferor reasonably believes is purchasing such Notes for its own account or an account with respect to which it the transferee exercises sole investment discretion and that it each of the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that in each case in a transaction meeting the sale to it is being made in reliance on requirements of Rule 144A and acknowledges that it has received in accordance with any applicable securities laws of any state of the United States or any other jurisdiction, and (y) each such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request transferee of 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI Note shall be deemed to have made upon receipt by the Trustee or its agent of a certificate substantially in the form representations set forth in Section 2.7 from the proposed 2.4(a)(i) through (iv). In addition, each such transferee andof such Rule 144A Global Note shall be responsible for providing additional information or certification, if as shall be reasonably requested by the Issuers Issuer or the TrusteeAdministrator on behalf of the Issuer or the initial purchaser of such Notes, to support the delivery truth and accuracy of an opinion of counselthe foregoing acknowledgments, certification and/or other representations and agreements, it being understood that such additional information satisfactory is not intended to each of them; and (iii) a create additional restrictions on the transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of themNotes. (b) The following provisions Indenture Trustee shall apply with respect to any proposed not register the exchange of interests in a Note for a Definitive Note or the transfer of or exchange of a Regulation S Security prior Note during the period beginning on any Note Record Date and ending on the next following Payment Date. (c) To permit registrations of transfers and exchanges, the Issuer shall execute and the Indenture Trustee shall authenticate Notes, subject to such rules as the Indenture Trustee may reasonably require. No service charge to the expiration Noteholder shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Note Registrar may require payment of a sum sufficient to cover any transfer tax or similar government charge payable in connection therewith. (d) All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Section 2.8 shall be the valid obligations of the Restricted PeriodIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (e) Prior to due presentment for registration of transfer of any Note, the Indenture Trustee, the Note Registrar and the Issuer may deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Indenture Trustee, the Note Registrar or the Issuer shall be affected by notice to the contrary. (f) Notwithstanding any other provision of this Section 2.8, the typewritten Note or Notes representing Book-Entry Notes may be transferred, in whole but not in part, only to another nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Issuer or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.8 and Section 2.18. (g) Each transferee of an interest in a Book-Entry Note shall be deemed to represent and warrant, and each transferee of an interest in a Definitive Note shall deliver a certification representing and warranting, that: (i) With respect to the Class A, Class B, Class C and Class D Notes, either (i) it is not, and for so long as it holds any beneficial interest in any such Note will not be (w) a transfer Benefit Plan Investor, (x) a governmental, church or non-U.S. plan that is subject to any federal, state, local or non-U.S. laws that are substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”), (y) an entity any of the assets of which are (or are deemed for purposes of Similar Law to be) plan assets of any such governmental, church or non-U.S. plan, or (z) any person acting on behalf of or using assets of, any of the foregoing entities or (ii) in the case of a Regulation S Security Benefit Plan Investor or a beneficial plan subject to Similar Law, (x) its acquisition, holding and disposition of such Note (including a proportionate interest therein to in the Issuer’s underlying assets) will not constitute or result in a QIB shall be made upon the representation non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the transferee, in the form Code or a violation of assignment on the reverse Similar Law and such Note is rated investment grade as of the certificatedate of purchase or transfer, it acknowledges that such Note is intended to be treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulation and it agrees to so treat such Note and (y) it has, by purchase of a Note or any interest therein, (i) appointed the Seller, Owner Trustee, Initial Purchaser and the Indenture Trustee and their respective affiliates (each a “Transaction Party”) to its respective role, (ii) directed the Issuer to acquire rights under the Master Repurchase Agreement and purchase the Purchased Mortgage Loans thereunder and other related documents, accounts and agreements, (iii) directed the Transaction Parties to take all actions under the agreements governing the activities and services of the Transaction Parties, including those actions that may be specified under the agreements governing the activities and services of the Transaction Parties, and even though such actions may not be individually identified in such agreements and (iv) acknowledged that it is purchasing does not consider any Transaction Party to be a fiduciary for purposes of ERISA and Section 4975 of the Security for its own account or an account Code with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning assets of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned 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;Benefit Plan Investor. (ii) With respect to the Class E and Class F Notes, (x) it is not a transfer Benefit Plan Investor, and (y) if it is a governmental, church or non-U.S. that is subject to Similar Law or an entity any of the assets of which are (or are deemed for purposes of Similar Law to be) plan assets of any such governmental, church or non-U.S. plan, its acquisition and holding of such Note will not give rise to a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by violation of Similar Law. (h) It acknowledges that the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Indenture Trustee, the Issuer, the initial purchaser of the Notes, and their Affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same. If it is acquiring any Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. (i) The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interests in any Rule 144A Global Note) other than to require delivery of an opinion of counselsuch certificates and other documentation or evidence as are expressly required by, certification and/or other information satisfactory and to each of them; anddo so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (iiij) The Issuer has structured this Indenture and the Notes have been (or will be) issued with the intention that the Issuer will be classified a transfer trust under Treasury Regulations Section 301.7701-4(c), and any person acquiring any direct or indirect interest in any Notes will be treated as an owner of the Issuer’s assets for purposes of, and taxable on such interest under, Code Section 671. By acceptance of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent Note, each holder of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee andNote agrees to report consistently with such treatment for United States federal, if requested state and local income tax purposes unless otherwise required by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationlaw.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Rule 144A Security Global Note or in an Institutional Accredited Investor Global Note or any Definitive Security issued in exchange therefor prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Issuer or any affiliate Affiliate of the Company Issuer was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to a QIB in reliance on Rule 144A shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Issuer as the undersigned proposed transferee 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 SECTION 2.6 from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to a Non-U.S. Person in reliance on Regulation S shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 SECTION 2.7 from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Regulation S Security Global Note or any Definitive Securities issued in exchange therefor prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein thereof to a QIB in reliance on Rule 144A shall be made upon the representation of the transferee, in the form of assignment set forth on the reverse of the certificateSecurities, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Issuer as the undersigned proposed transferee 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) a transfer of a Regulation S Security or a beneficial interest therein thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 SECTION 2.6 from 20 the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein thereof to a Non-U.S. Person in reliance on Regulation S shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 SECTION 2.7 hereof from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, beneficial interests in the Regulation S Security Global Note or Definitive Securities issued in exchange therefor may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 SECTION 2.6 or SECTION 2.7 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security (which is not an Exchange Security) or an Institutional Accredited Investor Security a beneficial interest therein prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”"RESALE RESTRICTION TERMINATION DATE"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers or the TrusteeCompany, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of themit; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made in reliance upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or Company, the Trustee, receipt by the Trustee or its agent delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationit.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers or any affiliate of the Company Issuers was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a 25 18 certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply When Warrants are presented to the Warrant Agent with respect a request to any proposed register the transfer of a Rule 144A Security such Warrants or to exchange such Warrants for an Institutional Accredited Investor Security prior to equal number of Warrants of other authorized denominations, the date which is two years after Warrant Agent shall provide the later of Company with prompt written notice and register the date of its original issue transfer or make the exchange as requested and in accordance with the last date on which the Issuers or any affiliate prompt written instructions of the Company was if its reasonable requirements for such transaction are met; provided, however, that the owner of Warrant Certificates representing such Securities (Warrants surrendered for transfer or any predecessor thereto) (the “Resale Restriction Termination Date”):exchange: (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the representation of Company and the transferee Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing; and (ii) in the case of Warrants that are Transfer Restricted Securities, shall be accompanied by the following additional information and documents: (A) a certificate from such Holder in substantially the form as set forth on of Exhibit B hereto certifying that: (1) such securities are being delivered for registration in the reverse name of such Holder without transfer; (2) such securities are being transferred to the Security that it is purchasing for its own account or Company; (3) such securities are being transferred pursuant to an account with respect effective registration statement under the Securities Act; or (4) such securities are being transferred (w) to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within (“QIB”) as defined in Rule 144A under the meaning of Securities Act pursuant to such Rule 144A, and is aware that (x) in an offshore transaction in accordance with Rule 904 under the sale to it is being made Securities Act, (y) in reliance on a transaction meeting the requirements of Rule 144A and acknowledges that it has received such information regarding 144 under the Issuers as the undersigned has requested Securities Act or (z) 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 another available exemption from the registration provided by Rule 144A;requirements of the Securities Act; and (B) in the case of any transfer described under clauses (a)(ii)(A)(4)(x), (y) and (z) of this Section 2.4, evidence reasonably satisfactory to the Warrant Agent and the Company (which may include an opinion of counsel) as to compliance with the restrictions set forth in the legend in Section 2.5. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent shall countersign Warrant Certificates as required pursuant to the provisions of this Section 2.4. (ii) a All Warrant Certificates issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered upon such registration of transfer or exchange. (iii) Prior to due presentment for registration of transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein any Warrant, the Warrant Agent and the Company may deem and treat the Person in whose name any Warrant is registered as the absolute owner of such Warrant and neither the Warrant Agent nor the Company shall be affected by notice to an IAI the contrary. (iv) No service charge shall be made to a Holder for any registration of transfer or exchange upon receipt by surrender of any Warrant Certificate at the Trustee or its agent office of the Warrant Agent maintained for that purpose. However, the Company may require payment of a certificate substantially sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. (v) Upon any sale or transfer of Warrants pursuant to an effective registration statement under the form Securities Act, pursuant to Rule 144(k) under the Securities Act or pursuant to an opinion of counsel reasonably satisfactory to the Company that no legend is required, the Warrant Agent shall permit the Holder thereof to exchange such Warrants for Warrants represented by Warrant Certificates that do not bear the legend set forth in Section 2.7 from 2.5 and rescind any restriction on the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of themsuch Warrants. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Exhibit C or D or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration date which is 40 days after the later of the Issue Date, the closing date of the issuance of any Additional Notes and when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Restricted Period:”): (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof under Exhibit C from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 under Exhibit C or D or any additional certification (c) In the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of Sections 2.15(a) and 2.15(b) (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company and notified to the Trustee in writing.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.9 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.9 hereof from the proposed transferee and, if requested by the Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 2.9 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue, the original issue date of any Additional Securities and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateSecurity, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.7 from the proposed transferee and, if requested by the Company or the Trustee, the receipt by the Trustee or its agent of an Opinion of Counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a non-U.S. person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.8 from the proposed transferor and, if requested by the Company or the Trustee, the delivery of an Opinion of Counsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Section 2.7 or Section 2.8 or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the date which is forty days after the later of the date of its original issue and the date on which such Security (or any predecessor thereto) was first offered to a Person other than a distributor (as defined in Regulation S) in reliance on Regulation S (the “Restricted Period”): (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the Security, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.8 hereof from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in under Section 2.7, 2.7 or Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue and the last date on which an Issuer or any Affiliate of the Issuers or any affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that (A) it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that discretion, (B) it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and (C) it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned it has requested pursuant to Rule 144A or has determined not to request such information and that (D) 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit E from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit F from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to Note after the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificateNote, that (A) it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that discretion, (B) it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and (C) it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned it has requested pursuant to Rule 144A or has determined not to request such information and that (D) 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit E from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit F hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or or other information satisfactory to each of them. After Prior to the expiration of the Restricted Period, interests in the Temporary Regulation S Security Global Note may only be transferred without requiring (i) to the certification set forth Issuers, (ii) pursuant to Rule 144A if the interest is transferred to Rule 144A Global Notes, (iii) in Section 2.7an offshore transaction in accordance with Regulation S (other than a transaction resulting in an exchange for interest in a Permanent Regulation S Global Note), Section 2.8 or (iv) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any additional certificationapplicable securities laws of any state of the United States.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. A Holder may transfer a Note (aor a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Transfer Agent a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by this Section 2.6. The Transfer Agent will promptly register any transfer or exchange that meets the requirements of this Section 2.6 by noting the same in the Notes Register maintained by the Registrar for the purpose, and no transfer or exchange will be effective until it is registered in such Notes Register. The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.6 and Section 2.1(e) and 2.1(f), as applicable, and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of DTC, Euroclear and Clearstream. The Registrar shall refuse to register any requested transfer or exchange that does not comply with this paragraph. Transfers of Rule 144A Notes and Institutional Accredited Investor Notes. The following provisions shall apply with respect to any proposed registration of transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which that is two years one year after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) ): a registration of transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) ; provided that no such written representation or other written certification shall be required in connection with the transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of a beneficial interest in that Rule 144A Global Note in accordance with this Indenture and the applicable procedures of DTC. a registration of transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI or an AI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee Registrar or its agent of a certificate substantially in the form set forth in Section 2.8 or Section 2.10, respectively, from the proposed transferee and, if requested by the Issuers or the Trustee, and the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each it; and a registration of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI Non‑U.S. Person shall be made upon receipt by the Trustee Registrar or its agent of a certificate substantially in the form set forth in Section 2.7 2.9 from the proposed transferee and, if requested by the Issuers or the Trustee, and the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationit.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers or any affiliate Affiliate of the Company Issuers was the owner of such Securities Notes (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i1) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii2) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.7(a) from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b1) The following provisions shall apply with respect to any proposed transfer exchange of a beneficial interests in the Regulation S Security Global Note for beneficial interests in the Rule 144A Global Note prior to the expiration of the Restricted Period: Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in the Rule 144A Global Note only if: (iA) such exchange occurs in connection with a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned has requested Notes pursuant to Rule 144A or has determined not to request such information and that it is aware that 144A; and (B) the transferor is relying upon its foregoing representations in order first delivers to claim the exemption from registration provided by Rule 144A; (ii) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a written certificate substantially in the form set forth in Section 2.7 2.7(b) from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 2.7(b) or any additional certification. (2) Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the trustee a written certificate (substantially in the form provided in Section 2.7(a)) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream. (3) Transfers involving exchanges of beneficial interests between the Regulation S Global Notes and the Rule 144A Global Notes will be effected by DTC by means of an instruction originated by the Trustee through the DTC Deposit/Withdraw at Custodian system. Accordingly, in connection with any such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S Global Note and a corresponding increase in the principal amount of the Rule 144A Global Note or vice versa, as applicable. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for so long as it remains such an interest. Notwithstanding anything herein to the contrary, the policies and practices of DTC may prohibit transfers of beneficial interests in the Regulation S Global Note prior to the expiration of the Restricted Period.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction ------------------ Termination Date”):"): ---------------- (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth of an assignment on the reverse of the Security certificate that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers ----------- Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the ----------- proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers ----------- Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. and After the expiration of the Restricted Period, interests in the Regulation S Security may Note shall be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationfreely transferable.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers or any affiliate of the Company Issuers was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to Notes have not been registered or qualified under the Securities Act or the securities laws of any proposed State. No transfer of any Note shall be made unless that transfer is made in a Rule 144A Security transaction which does not require registration or an Institutional Accredited Investor Security prior qualification under the Securities Act or under applicable State securities or "Blue Sky" laws. In the event that a transfer is to the date which is two years after the later of the date of its original issue and the last date on which the Issuers be made without registration or any affiliate of the Company was the owner of qualification, such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): Noteholder's prospective transferee shall either (i) deliver to the Indenture Trustee a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee Transferee Letter in the form attached hereto as set forth on Exhibit E (the reverse of the Security that it is purchasing for its own account "Transferee Letter"), or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a deliver to the Indenture Trustee an Opinion of Counsel that the transfer is exempt from such registration or qualification (which opinion shall not be at the expense of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Issuer, the Indenture Trustee or its agent the Servicer, and which may be an opinion of a certificate substantially in in-house counsel to the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers transferor or the transferee of the Note). Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the Securities Act or any other securities law. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and Owner Trustee (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or as such and in its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trusteeindividual capacity), the delivery of an opinion of counselAgent and the Issuer against any liability, certification and/or other information satisfactory to each of themcost or expense (including attorneys' fees) that may result if the transfer is not so exempt or is not made in accordance with such federal and State laws. (b) The following provisions shall apply with respect to any proposed No acquisition or transfer of a Regulation S Security prior Note or any interest therein may be made unless the Indenture Trustee is provided with evidence that establishes to the expiration satisfaction of the Restricted Period:Indenture Trustee that one of the following is true: either (a) that it will not acquire the Notes with the assets of any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") which is subject to Title I of ERISA or any "plan" as defined in Section 4975 of the Code (each such entity, a "Benefit Plan") or (b) no non-exempt "prohibited transaction" under Section 406 of ERISA or Section 4975 of the Code will occur in connection with its acquisition or holding of the Notes. (ic) The Indenture Trustee shall have no liability to the Issuer or any Noteholder arising from a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made Note in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in accordance with Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification2.07(a).

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years six months after the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers Issuer or any affiliate Affiliate of the Company Issuer was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C from the proposed transferee transferor and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Exhibit C or Exhibit D or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration date which is 40 days after the later of the Issue Date, the closing date of the issuance of any Additional Notes and when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Restricted Period:”): (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C hereof from the proposed transferee transferor and, if requested by the Issuers Issuer or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 under Exhibit C or Exhibit D or any additional certification (c) In the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (a) and (b) of this Section 2.15 above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Issuer and notified to the Trustee in writing.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor IAI Security or a beneficial interest therein prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor IAI Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor IAI Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit E from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor IAI Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit C from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security or a beneficial interest therein prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.to

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Rule 144A Security Global Note or in an Institutional Accredited Investor Global Note or any Definitive Security issued in exchange therefor prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to a QIB in reliance on Rule 144A shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to a Non-U.S. Person in reliance on Regulation S shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Regulation S Security Global Note or any Definitive Securities issued in exchange therefor prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein thereof to a QIB in reliance on Rule 144A shall be made upon the representation of the transferee, in the form of assignment set forth on the reverse of the certificateSecurities, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Regulation S Security or a beneficial interest therein thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) and a transfer of a Regulation S Security or a beneficial interest therein thereof to a Non-U.S. Person in reliance on Regulation S shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, beneficial interests in the Regulation S Security Global Note or Definitive Securities issued in exchange therefor may be transferred without requiring the certification set forth in Section 2.7, 2.7 or Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.13 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.14 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.13 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof 2.14 from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 2.14 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers or any affiliate Affiliate of the Company Issuers was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Issuer or any affiliate Affiliate of the Company Issuer was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that (A) it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that discretion, (B) it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and (C) it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned it has requested pursuant to Rule 144A or has determined not to request such information and that (D) 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit E from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit F from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to Note after the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificateNote, that (A) it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that discretion, (B) it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and (C) it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Issuer as the undersigned it has requested pursuant to Rule 144A or has determined not to request such information and that (D) 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit E from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit F hereof from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or or other information satisfactory to each of them. After Prior to the expiration of the Restricted Period, interests in the Temporary Regulation S Security Global Note may only be transferred without requiring (i) to the certification set forth Issuer, (ii) in Section 2.7an offshore transaction in accordance with Regulation S (other than a transaction resulting in an exchange for interest in a Permanent Regulation S Global Note), Section 2.8 or (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any additional certificationapplicable securities laws of any state of the United States.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue and the last date on which the Issuers Issuer or any affiliate Affiliate of the Company Issuer was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company and the Issuer as the undersigned it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.6 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company and the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.6 hereof from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 2.6 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”"RESALE RESTRICTION TERMINATION DATE"): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification. (c) Upon the transfer, exchange or replacement of Securities not bearing a Restricted Securities Legend, the Registrar shall deliver Securities that do not bear a Restricted Securities Legend. Upon the transfer, exchange or replacement of Securities bearing a Restricted Securities Legend, the Registrar shall deliver only Securities that bear a Restricted Securities Legend unless there is delivered to the Registrar an Opinion of Counsel 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. (d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth of an assignment on the reverse of the Security certificate that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply When Credit Warrants are presented to the Company with respect a request to any proposed register the transfer of a Rule 144A Security such Credit Warrants or to exchange such Credit Warrants for an Institutional Accredited Investor Security prior to the date which is two years after the later equal number of the date Credit Warrants of its original issue and the last date on which the Issuers or any affiliate of other authorized denominations, the Company was shall register the owner of such Securities (transfer or any predecessor thereto) (make the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form exchange as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144Arequested; provided, and is aware however, that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received Warrant Certificates representing such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A Credit Warrants surrendered for transfer 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Periodexchange: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the representation Company, duly executed by the Holder thereof or the attorney of the transferee, such Holder duly authorized in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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;writing; and (ii) in the case of Credit Warrants that are Transfer Restricted Securities, shall be accompanied by the following additional information and documents: (A) a certificate from such Holder in substantially the form of Exhibit C hereto certifying that: (1) such securities are being delivered for registration in the name of such Holder without transfer; (2) such securities are being transferred to the Company; (3) such securities are being transferred pursuant to an effective registration statement under the Securities Act; or (4) such securities are being transferred (w) to a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act pursuant to such Rule 144A, if available, (x) in an offshore transaction in accordance with Rule 904 under the Securities Act, (y) in a transaction meeting the requirements of Rule 144 under the Securities Act or (z) pursuant to another available exemption from the registration requirements of the Securities Act; and (B) in the case of any transfer described under clause (a)(ii)(A)(4)(x), (y) or (z) of this Section 2.4, evidence reasonably satisfactory to the Company (which may include an opinion of counsel) as to compliance with the restrictions set forth in the legend in Section 2.5. (i) To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates as required pursuant to the provisions of this Section 2.4. (ii) All Warrant Certificates issued upon any registration of transfer or exchange of Credit Warrants shall be the valid obligations of the Company, entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered upon such registration of transfer or exchange. (iii) Prior to due presentment for registration of transfer of a Regulation S Security or a beneficial interest therein any Credit Warrant, the Company may deem and treat the Person in whose name any Credit Warrant is registered as the absolute owner of such Credit Warrant and the Company shall not be affected by notice to an IAI the contrary. (iv) No service charge shall be made to a Holder for any registration of transfer or exchange upon receipt by surrender of any Warrant Certificate. However, the Trustee or its agent Company may require payment of a certificate substantially sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. (v) Upon any sale or transfer of Credit Warrants pursuant to an effective registration statement under the form Securities Act, pursuant to Rule 144(k) under the Securities Act or pursuant to an opinion of counsel reasonably satisfactory to the Company that no legend is required, the Company shall permit the Holder thereof to exchange such Credit Warrants for Credit Warrants represented by Warrant Certificates that do not bear the legend set forth in Section 2.7 from 2.5 and rescind any restriction on the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationsuch Credit Warrants.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years at least six months after the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers or any affiliate Affiliate of the Company Issuers was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C from the proposed transferee transferor and, if requested by the Issuers or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Exhibit C or Exhibit D or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration date which is forty days after the later of the Issue Date, the closing date of the issuance of any Additional Notes and when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Restricted Period:”): (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C hereof from the proposed transferee transferor and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 under Exhibit C or Exhibit D or any additional certification. (c) In the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (a) and (b) of this Section 2.15 above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Issuers and notified to the Trustee in writing.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.the

Transfer and Exchange. (a) The following provisions shall --------------------------------- apply with respect to any proposed transfer of a beneficial interest in a Rule 144A Security Global Note or in an Institutional Accredited Investor Global Note or any Definitive Security issued in exchange therefor prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to a QIB in reliance on Rule 144A shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers ----------- Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to a Non-U.S. Person in reliance on Regulation S shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the ----------- proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Regulation S Security Global Note or any Definitive Securities issued in exchange therefor prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein thereof to a QIB in reliance on Rule 144A shall be made upon the representation of the transferee, in the form of assignment set forth on the reverse of the certificateSecurities, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Regulation S Security or a beneficial interest therein thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers ----------- Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein thereof to a Non-U.S. Person in reliance on Regulation S shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from ----------- the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, beneficial interests in the Regulation S Security Global Note or Definitive Securities issued in exchange therefor may be transferred without requiring the certification set forth in Section 2.7, 2.7 or Section 2.8 or any additional certification.. ----------- -----------

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, transferee that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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;; 20 (ii) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”"RESALE RESTRICTION TERMINATION DATE"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.7 herein from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.8 herein from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The the following provisions shall apply with respect to any proposed transfer of a Regulation S Security or a beneficial interest therein prior to the expiration of the Restricted Period:; (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.7 herein from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.8 hereof herein from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an am opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7SECTIONS 2.7 and 2.8 herein, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Issuer or any affiliate Affiliate of the Company Issuer was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”"RESALE RESTRICTION TERMINATION DATE"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Issuer as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit E from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit F from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Issuer as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit E from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 Exhibit F hereof from the proposed transferee and, if requested by the Issuers Issuer or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 Exhibit F or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”"RESALE RESTRICTION TERMINATION DATE"): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.13 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.14 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI institutional accredited investor shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.13 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof 2.14 from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 2.14 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Security, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateSecurity, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.7 or 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateSecurity, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Exhibit D hereto from the proposed transferee and, if requested by the Company or the Trustee, the receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Exhibit E hereto from the proposed transferor and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth in Exhibits D or E hereto or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the Security, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 Exhibit D hereto from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof Exhibit E hereto from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 Exhibits D or E hereto or any additional certification. (c) Upon the transfer, exchange or replacement of Securities not bearing a Private Placement Legend, the Registrar shall deliver Securities that do not bear a Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing a Private Placement Legend, the Registrar shall deliver only Securities that bear a Private Placement Legend unless, (i) Initial Securities are being exchanged for Exchange Securities in an exchange offer as described in the Registration Rights Agreement, in which case the Exchange Securities shall not bear a Private Placement Legend, (ii) an Initial Security is being transferred pursuant to a shelf registration statement as described in the Registration Rights Agreement or other effective registration statement or (iii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee 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. Any Additional Securities sold in a registered offering shall not be required to bear the Private Placement Legend. (d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.01 or this Section 2.06. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

Transfer and Exchange. (a) The following provisions provision shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”"RESALE RESTRICTION TERMINATION DATE"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein in certificated form to a QIB shall be made upon receipt by the representation Trustee or its agent of the transferee a certificate substantially in the form as of the Form of Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities set forth on the reverse of the Security that it the transferee is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Security or a beneficial interest therein pursuant to an exemption from registration under the Securities Act other than Rule 144A Security or an Institutional Accredited Investor shall be made upon receipt by the Registrar and the Company of such opinions of counsel, certificates and/or other information reasonably required by and satisfactory to them in order to ensure compliance with the Securities Act, including, in the case of a transfer of a Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of IAI, a certificate substantially in the form set forth in Section 2.7 2.14 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of themtransferee. (b) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate, each in the form included in Exhibit A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. Upon the transfer, exchange or replacement of Securities not bearing a Restricted Security Legend, the Registrar shall deliver Securities that do not bear a Restricted Security Legend. Upon the transfer, exchange or replacement of Securities bearing a Restricted Security Legend, the Registrar shall deliver only Securities that bear such Restricted Security Legend unless (i) a Security is being transferred pursuant to an effective registration statement, (ii) such Securities (or beneficial interests) are transferred, replaced or exchanged on or after the Resale Restriction Termination Date or (iii) if requested by the Company or Registrar, there is delivered to the Company and the Registrar an Opinion of Counsel 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. The following provisions Restricted Security Legend on any Security shall be removed at the request of the Holder on or after the Resale Restriction Termination Date therefor. To permit registration of transfers and exchanges, upon surrender of any Security for transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Section 2.10, 3.04, 5.02 (last paragraph) or 12.05. None of the Company, any Registrar or the Trustee shall be required to exchange or register a transfer of any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (c) Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (d) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable U.S. federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any proposed transfer of a Regulation S any interest in any Security prior (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to the expiration require delivery of the Restricted Period: (i) a transfer of a Regulation S Security such certificates and other documentation or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144Aevidence as are expressly required by, and is aware that the sale to it is being made in reliance on Rule 144A do so if and acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt when expressly required by the Trustee or its agent of a certificate substantially in terms of, this Indenture and to examine the same to determine substantial compliance as to form set forth in Section 2.7 from with the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationexpress requirements hereof.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Rule 144A Security Global Note or in an Institutional Accredited Investor Global Note or any Definitive Security issued in exchange therefor prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to a QIB in reliance on Rule 144A shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to a Non-U.S. Person in reliance on Regulation S shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Regulation S Security Global Note or any Definitive Securities issued in exchange therefor prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein thereof to a QIB in reliance on Rule 144A shall be made upon the representation of the transferee, in the form of assignment set forth on the reverse of the certificateSecurities, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Regulation S Security or a beneficial interest therein thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein thereof to a Non-U.S. Person in reliance on Regulation S shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, beneficial interests in the Regulation S Security Global Note or Definitive Securities issued in exchange therefor may be transferred without requiring the certification set forth in Section 2.7, 2.7 or Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.7(a) from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Distribution Compliance Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon upon: (A) the delivery by the transferor of a written certificate substantially in the form set forth in Section 2.7(b); and (B) the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof 2.7(a) from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Distribution Compliance Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 2.7 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years six months after the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Exhibit C or Exhibit D or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration date which is 40 days after the later of the Issue Date, the closing date of the issuance of any Additional Notes and when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Restricted Period:”): (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C hereof from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 under Exhibit C or Exhibit D or any additional certification (c) In the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (a) and (b) of this Section 2.15 above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company and notified to the Trustee in writing.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.7(a) from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Distribution Compliance Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon upon: (A) the delivery by the transferor of a written certificate substantially in the form set forth in Section 2.7(b); and (B) the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof 2.7(a) from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Distribution Compliance Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 2.7 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery receipt by the Trustee or its agent of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted PeriodResale Restriction Termination Date, interests in the Regulation S Security a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 under Exhibit C or Exhibit D or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years one year after the later of the date of its original issue and the last date on which either of the Issuers or any affiliate Affiliate of the Company Issuers was the owner of such Securities Note (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security Note that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) a transfer of a Rule 144A Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.7, Section 2.8 2.7 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”"RESALE RESTRICTION TERMINATION DATE"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Global Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-Non- U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section SECTION 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred without requiring the certification set forth in Section SECTION 2.7, Section SECTION 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security prior to the date which is two years one year after the later of the date of its original issue and the last date on which the Issuers or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities Notes (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon receipt by the representation Trustee or its agent of the transferee a certificate substantially in the form as of the Form of Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities set forth on the reverse of the Security Note that it the transferee is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A;; and (ii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, and the delivery of an opinion Opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counselCounsel, certification and/or other information satisfactory to each of them. (b) Upon the transfer, exchange or replacement of Notes not bearing a Restricted Note Legend, the Registrar shall deliver Notes that do not bear a Restricted Note Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Note Legend, the Registrar shall deliver only Notes that bear such Restricted Note Legend unless (i) a Note is being transferred pursuant to an effective registration statement or (ii) there is delivered to the Registrar an Opinion of Counsel 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. (c) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6 until the Notes have matured and been paid in full. The Company shall have the 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 Registrar. (d) The following obligations with respect to transfers and exchanges of Notes shall apply: (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall upon receipt of a Company Order, authenticate Definitive Notes and Global Notes at the Registrar's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 6.5, 7.1 or 9.5). (iii) The Registrar shall not be required to register the transfer of or exchange of any Note (A) for a period beginning at the opening of business 15 days before any selection of Notes for redemption or repurchase and ending at the close of business on the day notice of such redemption or repurchase is deemed to have been given to all Holders of Notes to be so redeemed or repurchased or (B) selected for redemption or repurchase in whole or in part, except for the transfer of the unredeemed portion of any Note being redeemed in part. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, Paying Agent, the Conversion Agent or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest (including Liquidated Damages, if any) on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Conversion Agent or the Registrar shall be affected by notice to the contrary. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (e) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted PeriodTrustee obligations: (i) a transfer The Trustee shall have no responsibility or obligation to any Beneficial Owner of a Regulation S Security Global Note, a member of, or a beneficial interest therein to a QIB shall be made upon participant in, the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account Depositary or an account other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which it exercises sole investment discretion shall be the Depositary or its nominee in the case of a Global Note). The rights of Beneficial Owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and that it procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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;Beneficial Owners. (ii) a The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of a Regulation S Security any interest in any Note (including any transfers between or a beneficial interest therein among Depositary participants, members or Beneficial Owners in any Global Note) other than to an IAI shall be made upon receipt require delivery of such certificates and other documentation or evidence as are required by the Trustee or its agent terms of a certificate substantially in this Indenture, and to examine the same to determine substantial compliance as to form set forth in Section 2.7 from with the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certificationrequirements hereof.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which any of the Issuers or any affiliate Affiliate of any of the Company Issuers was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Security, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.8 from the proposed transferee transferor and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Section 2.7 or 2.8 or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateSecurity, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.8 hereof from the proposed transferee transferor and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in under Section 2.7, Section 2.7 or 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer Transfer and Exchange of a Rule 144A Security or an Institutional Accredited Investor Security prior Definitive --------------------- ----------------------------------- Securities. When Definitive Securities are presented to the date which is two years after the later of the date of its original issue and the last date on which the Issuers or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”):Registrar with a ---------- request: (i) a to register the transfer of a Rule 144A Security such Definitive Securities; or (ii) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or an Institutional Accredited Investor Security make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities -------- ------- surrendered for transfer or a beneficial interest therein to a QIB exchange: (1) shall be made upon duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the representation Company, Sub Co-Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (2) in the case of Transfer Restricted Securities, are accompanied by the transferee following additional information and documents, as applicable: (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form as set forth on the reverse side of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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;Initial Security); or (iiB) if such Definitive Securities are being transferred to the Company or Sub Co-Issuer, a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein certification to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially that effect (in the form set forth on the reverse side of the Initial Security); or (C) if such Definitive Securities are being transferred pursuant to an exemption from registration in Section 2.7 accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the proposed transferee andregistration requirements of the Securities Act, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iiix) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein certification to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially that effect (in the form set forth in Section 2.8 from on the proposed transferee andreverse side of the Initial Security) and (y) if the Company or Sub Co-Issuer so requests, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or counsel or other information evidence reasonably satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior it as to the expiration of compliance with the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, restrictions set forth in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Regulation S Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form legend set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security may be transferred without requiring the certification set forth in Section 2.7, Section 2.8 or any additional certification2.3(e)(i).

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”"): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.9 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “"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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 2.9 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification set forth in Section 2.72.8, Section 2.8 2.9 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers as the undersigned 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateSecurity, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Issuers Company as the undersigned 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) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.8 from the proposed transferee and, if requested by the Company or the Trustee, the receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.9 from the proposed transferor and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Section 2.8 or 2.9 or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the Security, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “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 acknowledges that it has received such information regarding the Company as the undersigned 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) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.7 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in under Section 2.8 2.9 hereof from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, under Section 2.8 or 2.9 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Rule 144A Security Global Note or in an Institutional Accredited Investor Global Note or any Definitive Security issued in exchange therefor prior to the date which is two years after the later of the date of its original issue and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to a QIB in reliance on Rule 144A shall be made upon the representation of the transferee in the form as set forth on the reverse of the Security that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Rule 144A Security or an Institutional Accredited Investor Security or a beneficial interest therein thereof to a Non-U.S. Person in reliance on Regulation S shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. (b) The following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Regulation S Security Global Note or any Definitive Securities issued in exchange therefor prior to the expiration of the Restricted Period: (i) a transfer of a Regulation S Security or a beneficial interest therein thereof to a QIB in reliance on Rule 144A shall be made upon the representation of the transferee, in the form of assignment set forth on the reverse of the certificateSecurities, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned proposed transferee 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) a transfer of a Regulation S Security or a beneficial interest therein thereof to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them; and (iii) a transfer of a Regulation S Security or a beneficial interest therein thereof to a Non-U.S. Person in reliance on Regulation S shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the proposed transferee and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, beneficial interests in the Regulation S Security Global Note or Definitive Securities issued in exchange therefor may be transferred without requiring the certification set forth in Section 2.7, 2.7 or Section 2.8 or any additional certification.

Transfer and Exchange. (a) The following provisions shall apply with respect to any proposed transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note prior to the date which is two years six months after (assuming at the time of transfer the Company is in compliance with the public information requirements of Rule 144(c) under the Securities Act and, if not, one year after) the later of the date of its original issue, the original issue date of any Additional Notes and the last date on which the Issuers Company or any affiliate Affiliate of the Company was the owner of such Securities securities (or any predecessor thereto) (the “Resale Restriction Termination Date”): (i1) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee transferee, in the form of assignment as set forth on the reverse of the Security Note, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Rule 144A Security Note or an Institutional Accredited Investor Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the Resale Restriction Termination Date, interests in a Rule 144A Note or an Institutional Accredited Investor Note may be transferred in accordance with applicable law without requiring the certifications set forth under Exhibit C or Exhibit D or any additional certification. (b) The following provisions shall apply with respect to any proposed transfer of a Regulation S Security Note prior to the expiration date which is forty days after the later of the Issue Date, the closing date of the issuance of any Additional Notes and when the Notes or any predecessor of the Notes are first offered to Persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “Restricted Period:”): (i1) a transfer of a Regulation S Security Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment as set forth on the reverse of the certificateNote, that it is purchasing the Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers Company as the undersigned 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; (ii2) a transfer of a Regulation S Security Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.7 under Exhibit D from the proposed transferee and, if requested by the Issuers Company or the Trustee, the delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them; and (iii3) a transfer of a Regulation S Security Note or a beneficial interest therein to a Nonnon-U.S. Person person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.8 under Exhibit C hereof from the proposed transferee transferor and, if requested by the Issuers Company or the Trustee, receipt by the Trustee or its agent delivery of an opinion Opinion of counselCounsel, certification and/or other information satisfactory to each of them. After the expiration of the Restricted Period, interests in the Regulation S Security Note may be transferred in accordance with applicable law without requiring the certification certifications set forth in Section 2.7, Section 2.8 under Exhibit C or Exhibit D or any additional certification. (c) In the event that a Global Note is exchanged for Notes in certificated, registered form pursuant to Section 2.6, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (a) and (b) of this Section 2.15 (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company and notified to the Trustee in writing.