Common use of TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE Clause in Contracts

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (a) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository from the Depository or its nominee on behalf of any Person having a beneficial interest in a Global Note, and, in the case of a Transfer Restricted Security, the following additional information and documents (all of which may be submitted by facsimile): (i) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification from such Person to that effect (in substantially the form of Exhibit B hereto); or (ii) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (v) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibits B and D hereto); then the Trustee or the Note Custodian, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (b) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (a) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written transfer instructions (or such other form of instructions as is customary for the Depository Depository), from the Depository (or its nominee nominee) on behalf of any Person having a beneficial interest in a Global Note, the Trustee shall, in accordance with the standing instructions and procedures existing between the Depository and the Trustee, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, DIMAC Holdings shall execute and the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount; PROVIDED, that in the case of a Transfer Restricted Security, such instructions shall be accompanied by the following additional information and documents (all of which may be submitted by facsimile):documents: (i) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification from such Person to that effect (in substantially the form of Exhibit B attached hereto); or (ii) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined QIB in accordance with Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B attached hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (v) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such transferor (in substantially the form of Exhibits Exhibit B attached hereto) and D hereto); then an opinion of counsel reasonably acceptable to DIMAC Holdings and to the Trustee or Registrar to the Note Custodian, at the direction of the Trustee, shall, effect that such transfer is in accordance compliance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (b) Securities Act. Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, Depository shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (ai) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depository, from the Depository or its nominee on behalf of any Person having a beneficial interest in a Global Note, and, in the case of a Transfer Restricted Security, the following additional information and documents (all of which may be submitted by facsimile): (iA) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification to that effect from such Person to that effect (in substantially the form of Exhibit B hereto); or (iiB) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of accordance with Rule 144 or Rule 904 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (vC) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such the transferor (in substantially the form of Exhibits Exhibit B hereto) and D hereto); then an Opinion of Counsel from the transferee or transferor reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act, in which case the Trustee or the Note Custodian, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (bii) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(42.06(d) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (ai) Any Person having a beneficial interest in a A Global Note may upon request is exchangeable for Definitive Notes in registered certificated form if (A) the Depositary (x) notifies the Company that it is unwilling or unable to continue as depositary for the Global Note and the Company thereupon fails to appoint a successor depositary or (y) has ceased to be a clearing agency registered under the Exchange Act, (B) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Notes in certificated form or (C) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the Notes. In all cases, Definitive Notes delivered in exchange such for any Global Note or beneficial interest for a Definitive Note. interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend, unless the Company determines otherwise in compliance with applicable law. (ii) Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depositary, from the Depository Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Note, and, in and upon receipt by the case Trustee of a Transfer Restricted Security, written instruction or such other form of instructions as is customary for the following additional information and documents (all of which may be submitted by facsimile):Depositary or the (iA) if such beneficial interest is being transferred to the Person designated by the Depository Depositary as being the beneficial owner, a certification from such Person the transferor to that effect (in substantially the form set forth on the reverse of Exhibit B heretothe Note); or (iiB) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is aware that any sale of Notes to it will be made in a transaction meeting the requirements of reliance on Rule 144A under the Securities Act and that is acquiring such beneficial interest in the Transfer Restricted Note for its own account or (2) pursuant to an exemption from registration in a transaction meeting the requirements account of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Actanother such "qualified institutional buyer", a certification to that effect from the transferor (in substantially the form set forth on the reverse of Exhibit B heretothe Note); or (iiiC) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a accordance with Rule 144, or outside the United States in an offshore transaction meeting the requirements of Regulation S in compliance with Rule 904 under the Securities Act (based upon Act, or pursuant to an Opinion of Counsel if effective registration statement under the Company so requests)Securities Act, certifications a certification from the transferor to that effect from such transferor (in substantially the form set forth on the reverse of Exhibits B and D heretothe Note); andor (vD) if such beneficial interest is in being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion and in accordance with all applicable securities laws of Counsel if the Company so requests)States of the United States, a certification to that effect from such the transferor (in substantially the form set forth on the reverse of Exhibits B the Note) and D hereto); then an Opinion of Counsel from the Trustee transferee or transferor reasonably acceptable to the Company and to the Note Custodian, at Registrar to the direction of the Trustee, shall, effect that such transfer is in accordance compliance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (b) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.Securities Act,

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (a) Any Subject to Section 2.03(b), any Person having a beneficial interest in a Transfer Restricted Note that is a Global Note may upon request exchange transfer such beneficial interest to an Institutional Accredited Investor that is acquiring the Note for its own account, or for the account of such an Institutional Accredited Investor, in each case for investment purposes and not with a Definitive Note. Upon receipt by view to, or for offer or sale in connection with, any distribution in violation of the Trustee of Securities Act; provided, however, that any written instructions order or such other form of instructions as is customary for the Depository Depository, from the Depository or its nominee on behalf of any Person having a beneficial interest in a such Global Note, and, in the case of a Transfer Restricted Security, the following additional information and documents (all of which may Note shall be submitted accompanied by facsimile): (i) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification from such Person the transferee or transferor with respect to that effect the transfer (in substantially the form set forth on the reverse of Exhibit B hereto); or the Note) and such other certifications as the Trustee may reasonably request and (ii) if such beneficial interest is the aggregate principal amount of the applicable Global Note being transferred (1) is less than $100,000, an opinion of counsel addressed to a "qualified institutional buyer" (the Companies as defined to the compliance with the restrictions set forth in Rule 144A under the Securities Act) legend described in a transaction meeting Section 2.05(a). Upon receipt by the requirements Trustee of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Actsuch information and documents, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (v) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibits B and D hereto); then the Trustee or the Note Securities Custodian, at the direction of the Trustee, shallwill cause, in accordance with the standing instructions and procedures existing between the Depository and the Note Securities Custodian, cause including the rules and procedures of Euroclear or Cedel, if applicable, the aggregate principal amount of the applicable Global Notes Note to be reduced accordingly on its books and records and, following such reduction, the Company shall Companies will execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, and the Trustee shall will authenticate and deliver to the transferee a Definitive Note in the appropriate principal amountNote. (b) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) 2.04 shall be registered in such names and in such authorized denominations as Euroclear or Cedel, if applicable, and the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registeredregistered in accordance with the instructions of the Depository.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (ai) Any Person person having a beneficial interest in a Global Note that is being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause (A),(B) or (C) below may upon request request, and if accompanied by the information specified below, exchange such beneficial interest for a Definitive NoteNote of the same aggregate principal amount. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository from the Depository or its nominee on behalf of any Person having a beneficial interest in a Global Note, and, Note and upon receipt by the Trustee of a written order or such other form of instructions as is customary for the Depository or the Person designated by the Depository as having such a beneficial interest in the case of a Transfer Restricted SecuritySecurity only, the following additional information and documents (all of which may be submitted by facsimile):documents: (iA) if such beneficial interest is being transferred to the Person designated by the Depository as being the owner of a beneficial ownerinterest in a Global Note, a certification from such Person to that effect (in substantially the form set forth on the reverse of Exhibit B heretothe Note); or (iiB) if such beneficial interest is being transferred (1x) to a "qualified institutional buyer" (as defined QIB in Rule 144A under the Securities Act) in a transaction meeting the requirements of accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3y) pursuant to an effective registration statement under the Securities Act, a certification from such Person to that effect from the transferor (in substantially the form set forth on the reverse of Exhibit B heretothe Note); or (iiiC) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3w) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of accordance with Rule 144 or Regulation S under the Securities Act Act; or (based upon x) to an Opinion Institutional Accredited Investor that is acquiring the Note for its own account, or for the account of Counsel if such an Institutional Accredited Investor, with respect to which it exercises sole discretion, in each case in a minimum principal amount of the Company so requests)Notes of $250,000 for investment purposes and not with a view to, certifications to that effect from such transferor or for offer or sale in connection with, any distribution in violation of the Notes; or (in substantially the form of Exhibits B and D hereto); and (vy) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act Act: (based upon an Opinion of Counsel if the Company so requests), i) a certification to that effect from such the transferee or transferor (in substantially the form set forth on the reverse of Exhibits B the Note), (ii) if the Company or Registrar so requests, an Opinion of Counsel from the transferee or transferor reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act, and (iii) in the case of clause (x), a signed letter substantially in the form of Exhibit D hereto); , then the Trustee or the Note Custodian, at the direction of the Trustee, shallwill cause, in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of the Global Notes Note to be reduced accordingly on its books and records and, following such reduction, the Company shall will execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, and the Trustee shall will authenticate and deliver make available for delivery to the transferee a Definitive Note in the appropriate principal amountNote. (bii) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(42.6(d) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver make such Definitive Notes available for delivery to or as directed by the Persons persons in whose names such Notes are so registeredregistered in accordance with the instructions of the Depository.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (a) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive NoteNote of the same Class. Upon receipt by the Indenture Trustee of written instructions or such other form of instructions as is customary for the Depository Depository, from the Depository or its nominee on behalf of any Person having a beneficial interest in a Global Note, Note and upon receipt by the Indenture Trustee of a written order or such other form of instructions as is customary for the Depository or the Person designated by the Depository as having such a beneficial interest containing registration instructions and, in the case of a Transfer Restricted SecurityNote only, the following additional information and documents (all of which may be submitted by facsimile):); (i) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification to that effect from such Person to that effect (in substantially the form of Exhibit B hereto); or (ii) except in the case of the Exchange Offer or pursuant to Section 2.8(g)(iii)(y), if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of accordance with Rule 144A under the Securities Act Act, or (2) pursuant to an exemption from registration in a transaction meeting the requirements of accordance with (x) Rule 144 or (y) Rule 904 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto) and in the case of (2)(y), the transferee; or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (v) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such the transferor and the transferee (in substantially the form of Exhibits Exhibit B hereto) and D hereto); then an Opinion of Counsel from the transferee or transferor reasonably acceptable to Golden State Petroleum and to the Registrar to the effect that such transfer is in compliance with the Securities Act, the Indenture Trustee or the Note Custodian, at the direction of the Indenture Trustee, shallshall cause, in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of the Class represented by Global Notes to be reduced accordingly and, following such reduction, the Company Golden State Petroleum shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, and the Indenture Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (b) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (a) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depositary from the Depository Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Note, and, in the case of a Transfer Restricted Security, the following additional information and documents (all of which may be submitted by facsimile): (i) if such beneficial interest is being transferred to the Person designated by the Depository Depositary as being the beneficial owner, a certification from such Person to that effect (in substantially the form of Exhibit B hereto); or (ii) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the 32 registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (v) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibits B and D hereto); then the Trustee or the Note Custodian, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (b) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (a) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of 20 days prior written transfer instructions (or such other form of instructions as is customary for the Depository Depositary) from the Depository Depositary (or its nominee nominee) on behalf of any Person having a beneficial interest in a Global Note, the Trustee shall, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Issuers shall execute and the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount; provided, that in the case of a Transfer Restricted Security, such instructions shall be accompanied by the following additional information and documents (all of which may be submitted by facsimile):documents: (i) if such beneficial interest is being transferred to the Person designated by the Depository Depositary as being the beneficial owner, a certification from such Person to that effect (in substantially the form of Exhibit B attached hereto); or (ii) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined QIB in accordance with Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B attached hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (v) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such transferor (in substantially the form of Exhibits Exhibit B attached hereto) and D hereto); then an opinion of counsel reasonably acceptable to the Trustee or Issuers and to the Note Custodian, at Registrar to the direction of the Trustee, shall, effect that such transfer is in accordance compliance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (b) Securities Act. Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, Depositary shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (ai) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depositary, from the Depository Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Note, and, in the case of a Transfer Restricted Security, the following additional information and documents (all of which may be submitted by facsimile): (iA) if such beneficial interest is being transferred to the Person designated by the Depository Depositary as being the beneficial owner, a certification to that effect from such Person to that effect (in substantially the form of Exhibit B C hereto); or (iiB) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of accordance with Rule 144 or Rule 904 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (vC) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such the transferor (in substantially the form of Exhibits B Exhibit C hereto) and D hereto); then an Opinion of Counsel from the transferee or transferor reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act, in which case the Trustee or the Note Custodian, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (bii) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(42.06(d) shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (a) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written transfer instructions (or such other form of instructions as is customary for the Depository Depositary), from the Depository Depositary (or its nominee nominee) on behalf of any Person having a beneficial interest in a Global Note, the Trustee shall, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Issuers shall execute and the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount; provided that, in the case of a Transfer Restricted Security, such instructions shall be accompanied by the following additional information and documents (all of which may be submitted by facsimile):documents: (i) if such beneficial interest is being transferred to the Person designated by the Depository Depositary as being the beneficial owner, a certification from such Person to that effect (in substantially the form of Exhibit B attached hereto); or (ii) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined QIB in accordance with Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B attached hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (v) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such transferor (in substantially the form of Exhibits Exhibit B attached hereto) and D hereto); then an opinion of counsel reasonably acceptable to the Trustee or Issuers and to the Note Custodian, at Registrar to the direction of the Trustee, shall, effect that such transfer is in accordance compliance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (b) Securities Act. Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, Depositary shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (ai) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depository, from the Depository or its nominee on behalf of any Person having a beneficial interest in a Global Note, Note and upon receipt by the Trustee of a written order of such other form of instructions as is customary for the Depository or the person designated as the Depositary as having such a beneficial interest containing registration instructions and, in the case of a Transfer Restricted SecuritySecurity only, the following additional information and documents (all of which may be submitted by facsimile): (iA) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification to that effect from such Person to that effect (in substantially the form of Exhibit B hereto); or (iiB) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of accordance with Rule 144 904 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto); or (iiiC) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S accordance with Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (v) if such beneficial interest is being transferred or in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such the transferor (in substantially the form of Exhibits Exhibit B hereto) and, at the request of either Issuer, an Opinion of Counsel from the transferee or transferor reasonably acceptable to the Issuers and D hereto); then to the Registrar to the effect that such transfer is in compliance with the Securities Act, the Trustee or the Note Custodian, at the direction of the Trustee, shallshall cause, in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company Issuers shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, and the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (bii) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(42.06(d) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (a) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written transfer instructions (or such other form of instructions as is customary for the Depository Depositary) at least 20 days prior to the proposed transfer, from the Depository Depositary (or its nominee nominee) on behalf of any Person having a beneficial interest in a Global Note, and, in the case of a Transfer Restricted Security, the following additional information and documents (all of which may be submitted by facsimile): (i) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification from such Person to that effect (in substantially the form of Exhibit B hereto); or (ii) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (v) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibits B and D hereto); then the Trustee or the Note Custodian, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Note CustodianTrustee, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, and the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount.; PROVIDED, that in the case of a Restricted Security, such instructions shall be accompanied by the following additional documents: (bi) if such beneficial interest is being transferred to the Person designated by the Depositary as being the beneficial owner, a certification to that effect (in substantially the form of Exhibit B attached hereto); or (ii) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect (in substantially the form of Exhibit B attached hereto); or (iii) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of Exhibit B attached hereto) and an opinion of counsel reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act. Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, Depositary shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (ai) Any Person having a beneficial interest in a Global Note (other than a Regulation S Temporary Global Note) may upon request request, subject to the Applicable Procedures, exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository (or Euroclear or Cedel Bank, as applicable), from the Depository or its nominee on behalf of any Person having a beneficial interest in a Global Note, and, in the case of a Transfer Restricted Security, the following additional information and documents (all of which may be submitted by facsimile): (iA) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification to that effect from such Person to that effect (in substantially the form of Exhibit B B-5 hereto); or (iiB) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined QIB in Rule 144A under the Securities Act) in a transaction meeting the requirements of accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of accordance with Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B B-5 hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (vC) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such the transferor (in substantially the form of Exhibits B Exhibit B-5 hereto) and D hereto); then an Opinion of Counsel from the Trustee transferee or transferor reasonably acceptable to the Note Custodian, at Issuers and to the direction of Registrar to the Trustee, shall, effect that such transfer is in accordance compliance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reductionSecurities Act, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (bii) Definitive Notes issued in exchange for a beneficial interest in a Global Note (other than a Regulation S Temporary Global Note) pursuant to this Section 2.06(42.06(d) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Senior Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (ai) Any Person having a beneficial interest in a A Global Note may upon request is exchangeable for Definitive Notes in registered certificated form if (A) the Depositary (x) notifies the Company that it is unwilling or unable to continue as depositary for the Global Note and the Company thereupon fails to appoint a successor depositary or (y) has ceased to be a clearing agency registered under the Exchange Act, (B) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Notes in certificated form or (C) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the Notes. In all cases, Definitive Notes delivered in exchange such for any Global Note or beneficial interest for a Definitive Note. interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures) and shall bear the applicable restrictive legend, unless the Company determines otherwise in compliance with applicable law. (ii) Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depositary, from the Depository Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Note, and, and upon receipt by the Trustee of a written instruction or such other form of instructions as is customary for the Depositary or the Person designated by the Depositary as having such a beneficial interest in the case of a Transfer Restricted SecurityNote only, upon receipt of the following additional information and documents (all of which may be submitted by facsimile): (iA) if such beneficial interest is being transferred to the Person designated by the Depository Depositary as being the beneficial owner, a certification from such Person the transferor to that effect (in substantially the form set forth on the reverse of Exhibit B heretothe Note); or (iiB) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined QIB that is aware that any sale of Notes to it shall be made in reliance on Rule 144A under and that is acquiring such beneficial interest in the Securities Act) in a transaction meeting Transfer Restricted Note for its own account or the requirements account of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Actanother such QIB, a certification to that effect from the transferor (in substantially the form set forth on the reverse of Exhibit B heretothe Note); or (iiiC) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a accordance with Rule 144, or outside the United States in an offshore transaction meeting the requirements of Regulation S in compliance with Rule 904, or pursuant to an effective registration statement under the Securities Act (based upon an Opinion of Counsel if Act, a certification from the Company so requests), certifications transferor to that effect from such transferor (in substantially the form set forth on the reverse of Exhibits B and D heretothe Note); andor (vD) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion and in accordance with all applicable securities laws of Counsel if the Company so requests)States of the United States, a certification to that effect from such the transferor (in substantially the form set forth on the reverse of Exhibits B the Note) and D hereto); an Opinion of Counsel from the transferee or transferor reasonably acceptable to the Company and to the Note Registrar to the effect that such transfer is in compliance with the Securities Act, then the Trustee shall cause, or direct the Note Custodian, at the direction of the Trustee, shallNotes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Note Notes Custodian, cause the aggregate principal amount of the Global Notes Note to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee shall authenticate and deliver to the transferee a Definitive Note with the appropriate legend, if necessary, in the appropriate principal amount. (b) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (ai) Any Person having a beneficial interest in a Global Note may upon request request, subject to the Applicable Procedures, exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depositary, from the Depository Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Note, and, in the case of a Transfer Restricted Security, the following additional information and documents (all of which may be submitted by facsimile): (iA) if such beneficial interest is being transferred to the Person designated by the Depository Depositary as being the beneficial owner, a certification to that effect from such Person to that effect (in substantially the form of Exhibit B EXHIBIT B-2 hereto); or; (iiB) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined QIB in Rule 144A under the Securities Act) in a transaction meeting the requirements of accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of accordance with Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B EXHIBIT B-2 hereto); or; (iiiC) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1)Institutional Accredited Investor, (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon that such transfer is in compliance with the Securities Act and a certificate in the form of EXHIBIT B-2 attached thereto and, if such transfer is in respect of an aggregate principal amount of less than $250,000, an Opinion of Counsel if acceptable to the Company so requests), a certification to that effect from such transferor (transfer is in substantially compliance with the form of Exhibit B hereto) Securities Act and a certification certificate from the applicable transferee (in substantially the form of Exhibit EXHIBIT C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (vD) if such beneficial interest is being transferred in reliance on another any other exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such the transferor (in substantially the form of Exhibits B EXHIBIT B-2 hereto) and D hereto); then an Opinion of Counsel from the Trustee transferee or the Note Custodiantransferor reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act, in which case the Trustee, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depository and the Note CustodianDepositary, cause the aggregate principal amount of Global Notes Notes, to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (bii) Definitive Notes issued in exchange for a beneficial interest in a Global Note Note, pursuant to this Section 2.06(42.06(b) shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered. Following any such issuance of Definitive Notes, the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Global Note to reflect the transfer.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (a) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written transfer instructions (or such other form of instructions as is customary for the Depository Depository), from the Depository (or its nominee nominee) on behalf of any Person having a beneficial interest in a Global Note, the Trustee shall, in accordance with the standing instructions and procedures existing between the Depository and the Trustee, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and the Trustee shall authenticate and make available for delivery to the transferee a Definitive Note in the appropriate principal amount; provided, that in the case of a Transfer Restricted SecurityNote, such instructions shall be accompanied by the following additional information and documents (all of which may be submitted by facsimile):documents: (i) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification from such Person to that effect (in substantially the form of Exhibit B attached hereto); or (ii) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined QIB in accordance with Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B attached hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (v) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such transferor (in substantially the form of Exhibits Exhibit B and D attached hereto); then ) and, if the Trustee or deems it appropriate, an Opinion of Counsel reasonably acceptable to the Note Custodian, at Company and to the direction of Registrar to the Trustee, shall, effect that such transfer is in accordance compliance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (b) Securities Act. Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, Depository shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (a) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written transfer instructions (or such other form of instructions as is customary for the Depository Depository), from the Depository (or its nominee nominee) on behalf of any Person having a beneficial interest in a Global Note, the Trustee shall, in accordance with the standing instructions and procedures existing between the Depository and the Trustee, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and the Trustee shall authenticate and make available for delivery to the transferee a Definitive Note in the appropriate principal amount; provided, that in the case of a Transfer Restricted SecurityNote, such instructions shall be accompanied by the following additional information and documents (all of which may be submitted by facsimile):documents: (i) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification from such Person to that effect (in substantially the form of Exhibit B C attached hereto); or (ii) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined QIB in accordance with Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C attached hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (viii) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such transferor (in substantially the form of Exhibits B and D Exhibit C attached hereto); then ) and, if the Trustee or deems it appropriate, an opinion of counsel reasonably acceptable to the Note Custodian, at Company and to the direction of Registrar to the Trustee, shall, effect that such transfer is in accordance compliance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (b) Securities Act. Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(4) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, Depository shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (ai) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depository Depository, from the Depository or its nominee on behalf of any Person having a beneficial interest in a Global Note, and, in the case of a Transfer Restricted Security, the following additional information and documents (all of which may be submitted by facsimile): (iA) if such beneficial interest is being transferred to the Person designated by the Depository as being the beneficial owner, a certification to that effect from such Person to that effect (in substantially the form of Exhibit B hereto); or (iiB) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of accordance with Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of accordance with Rule 144 or Rule 904 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto); or (iii) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or (iv) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S under the Securities Act (based upon an Opinion of Counsel if the Company so requests), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); and (vC) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such the transferor (in substantially the form of Exhibits Exhibit B hereto) and D hereto); then an Opinion of Counsel from the transferee or transferor reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act, the Trustee or the Note Custodian, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depository and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order in accordance with Section 2.02 hereof, and the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (bii) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(42.06(d) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Notes are so registered.

TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINITIVE NOTE. (ai) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee Registrar or co-Registrar of written instructions instructions, or such other form of instructions as is customary for the Depository Depositary, from the Depository Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Note, Note and upon receipt by the Trustee of a written order or such other form of instructions as is customary for the Depositary or the Person designated by the Depositary as having such a beneficial interest containing registration instructions and, in the case of any such transfer or exchange of a Transfer Restricted Securitybeneficial interest in Notes the offer and sale of which have not been registered under the Securities Act and which Notes are presented for transfer or exchange prior to the Resale Restriction Termination Date, the following additional information and documents (all of which may be submitted by facsimile):documents: (iA) if such beneficial interest is being transferred to the Person designated by the Depository Depositary as being the beneficial owner, a certification from such Person to that effect (substantially in substantially the form of Exhibit B hereto); or (iiB) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or (2) pursuant to an exemption from registration in a transaction meeting the requirements of Rule 144 under the Securities Act (based upon an Opinion of Counsel if the Company so requests) or (3) pursuant to an effective registration statement under the Securities Actl44A, a certification to that effect from the transferor (substantially in substantially the form of Exhibit B hereto); or (iiiC) if such beneficial interest is being transferred in reliance on Regulation S, delivery of a certification to that effect (substantially in the form of Exhibit B hereto) and a transferor certificate for Regulation S transfers substantially in the form of Exhibit D hereto; or (D) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning Institutional Accredited Investor, delivery of Rule 501(a)(1), certification (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests), a certification to that effect from such transferor (substantially in substantially the form of Exhibit B hereto) and ), a certification from certificate of the applicable transferee (in substantially the form of Exhibit C hereto)and, at the option of the Company, an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (ivE) if such beneficial interest is being transferred outside the U.S. to a foreign person pursuant to an exemption from registration in a transaction meeting the requirements of Regulation S reliance on Rule 144 under the Securities Act Act, delivery of a certification to that effect (based upon substantially in the form of Exhibit B hereto) and, at the option of the Company, an Opinion of Counsel if reasonably satisfactory to the Company so requests), certifications to the effect that effect from such transferor (transfer is in substantially compliance with the form of Exhibits B and D hereto)Securities Act; andor (vF) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (based upon an Opinion of Counsel if the Company so requests)Act, a certification to that effect from such transferor (substantially in substantially the form of Exhibits Exhibit B and D hereto); then the Trustee or the Note Custodian) and, at the direction option of the TrusteeCompany, shallan Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act, then the Registrar or co-Registrar shall cause, in accordance with the standing instructions and procedures existing between the Depository Depositary and the Note CustodianRegistrar or co-Registrar, cause the aggregate principal amount of the applicable Global Notes Note to be reduced accordingly and, following such reduction, the Company shall execute and, upon receipt of an authentication order Authentication Order in accordance with Section 2.02 hereof2.02, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount. (bii) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(42.16(d) shall be registered in such names and in such authorized denominations as the DepositoryDepositary, pursuant to instructions from its direct or indirect participants Participants or otherwise, shall instruct the TrusteeRegistrar or co-Registrar in writing. The Trustee Registrar or co-Registrar shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered.