Common use of Transfer of Transfer Restricted Securities Clause in Contracts

Transfer of Transfer Restricted Securities. (a) When Notes are presented to the Registrar with the request to register the transfer of such Notes or exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange in accordance with Article II of the Original Indenture. In addition, in the case of Series A Notes that are Transfer Restricted Securities, such request to register the transfer or make the exchange shall be accompanied by the following additional information and documents, as applicable, upon which the Registrar may conclusively rely: (1) if such Transfer Restricted 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 substantially the form of Exhibit C hereto; or (2) if such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration in accordance with Rule 144 (and based upon an opinion of counsel if the Issuer or the Trustee so requests) or (iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or (3) if such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from such Holder in substantially the form of Exhibit D hereto; or (4) if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto. (b) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 or an effective registration statement under the Securities Act: (1) in the case of any Transfer Restricted Security that is in the form of a definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend set forth in Section 3.04(a) below and rescind any restriction on the transfer of such Transfer Restricted Security; and (2) in the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in Section 3.04(a) below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 or pursuant to an effective registration statement under the Securities Act. Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.05 of the Original Indenture, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend set forth in Section 3.04(a) below, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Series A Notes is either (A) a Person participating in the distribution of the Series A Notes or (B) a Person who is an affiliate (as defined in Rule 144) of the Issuer. The Issuer shall identify to the Trustee such Holders of the Notes in a written certification signed by an officer of the Issuer and, absent certification from the Issuer to such effect, the Trustee shall assume that there are no such Holders. In addition, at such time as beneficial interests in Transfer Restricted Securities are Freely Tradable (based upon an opinion of counsel if the Issuer or the Trustee so requests), the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02 of the Original Indenture, the Trustee shall authenticate and deliver one or more Global Securities that do not bear the legend set forth in Section 3.04(a) below in exchange for each outstanding Global Security that is a Transfer Restricted Security in the appropriate principal amount. Simultaneously with the authentication of such Global Security, the Trustee shall cancel the corresponding Global Securities that bore the legend set forth in Section 3.04(a) below. (c) Upon any sale or transfer of a Transfer Restricted Security in definitive form initially resold to Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i) Regulation S following 40 consecutive days beginning on and including the later of the day on which such Transfer Restricted Security was offered to Persons other than “distributors” (as such term is defined in Regulation S) and the date of the closing of the original offering, or (ii) an effective registration statement under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend referred to in Section 3.04(b) below and rescind any restriction on the transfer of such Transfer Restricted Security.

Transfer of Transfer Restricted Securities. (a) When Notes are presented to the Registrar with the request to register the transfer of such Notes or exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange in accordance with Article II of the Original Indenture. In addition, in the case of Series A Notes that are Transfer Restricted Securities, such request to register the transfer or make the exchange shall be accompanied by the following additional information and documents, as applicable, upon which the Registrar may conclusively rely: (1) if such Transfer Restricted 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 substantially the form of Exhibit C hereto; or (2) if such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Issuer or the Trustee so requests) or (iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or (3) if such Transfer Restricted Securities are being transferred to an IAI 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 (and based upon an opinion of counsel if the Issuer or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto and a certification from the applicable transferee in substantially the form of Exhibit D hereto; or (4) if such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from such Holder in substantially the form of Exhibit D E hereto; or (45) if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto. (b) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act: (1) in the case of any Transfer Restricted Security that is in the form of a definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend set forth in Section 3.04(a) below and rescind any restriction on the transfer of such Transfer Restricted Security; and (2) in the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in Section 3.04(a) below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act. Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.05 of the Original Indenture, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend set forth in Section 3.04(a) below, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Series A Notes is either (A) a Person participating in the distribution of the Series A Notes or (B) a Person who is an affiliate (as defined in Rule 144144 under the Securities Act) of the Issuer. The Issuer shall identify to the Trustee such Holders of the Notes in a written certification signed by an officer of the Issuer and, absent certification from the Issuer to such effect, the Trustee shall assume that there are no such Holders. In addition, at such time as beneficial interests in Transfer Restricted Securities are Freely Tradable (based upon an opinion of counsel if the Issuer or the Trustee so requests), the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02 of the Original Indenture, the Trustee shall authenticate and deliver one or more Global Securities that do not bear the legend set forth in Section 3.04(a) below in exchange for each outstanding Global Security that is a Transfer Restricted Security in the appropriate principal amount. Simultaneously with the authentication of such Global Security, the Trustee shall cancel the corresponding Global Securities that bore the legend set forth in Section 3.04(a) below. (c) Upon any sale or transfer of a Transfer Restricted Security in definitive form initially resold to Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i) Regulation S following 40 consecutive days beginning on and including the later of the day on which such Transfer Restricted Security was offered to Persons other than “"distributors” " (as such term is defined in Regulation S) and the date of the closing of the original offering, or (ii) an effective registration statement under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend referred to in Section 3.04(b) below and rescind any restriction on the transfer of such Transfer Restricted Security.

Transfer of Transfer Restricted Securities. (a) When Notes are presented to the Registrar with the request to register the transfer of such Notes or exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange in accordance with Article II of the Original Indenture. In addition, in the case of Series A Notes that are Transfer Restricted SecuritiesSecurities in definitive form, such request to register the transfer or make the exchange shall be accompanied by the following additional information and documents, as applicable, upon which the Registrar may conclusively rely: (1) if such Transfer Restricted 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 substantially the form of Exhibit C hereto; or (2) if such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Issuer Issuers or the Trustee so requests) or (iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or (3) if such Transfer Restricted Securities are being transferred to an IAI 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 (and based upon an opinion of counsel if the Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto and a certification from the applicable transferee in substantially the form of Exhibit D hereto; or (4) if such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from such Holder in substantially the form of Exhibit D E hereto; or (45) if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto. (b) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act: (1) in the case of any Transfer Restricted Security that is in the form of a definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend set forth in Section 3.04(a) below and rescind any restriction on the transfer of such Transfer Restricted Security; and (2) in the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in Section 3.04(a) below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act. Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Issuer Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.05 of the Original Indenture, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend set forth in Section 3.04(a) below, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Series A Notes is either (A1) a Person participating in the distribution is an affiliate of the Issuers within the meaning of Rule 405 under the Securities Act or an Initial Purchaser holding Series A Notes acquired by it and having the status of an unsold allotment in the initial offering and sale of Series A Notes pursuant to the Purchase Agreement, dated as of April 18, 2008, between the Issuers, the other parties referred to as “Plains Parties” therein and the Initial Purchasers, (2) does not acquire the Series B Notes in the ordinary course of such Holder’s business or (B3) a has an arrangement or understanding with any Person who to participate in the Exchange Offer for the purpose of distributing such Series B Notes or is an affiliate (as defined in Rule 144) of the Issuerengaged in, and intends to engage in, any such distribution. The Issuer Issuers shall identify to the Trustee such Holders of the Notes in a written certification signed by an officer of the each Issuer and, absent certification from the Issuer Issuers to such effect, the Trustee shall assume that there are no such Holders. In addition, at such time as beneficial interests in Transfer Restricted Securities are Freely Tradable (based upon an opinion of counsel if the Issuer or the Trustee so requests), the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02 of the Original Indenture, the Trustee shall authenticate and deliver one or more Global Securities that do not bear the legend set forth in Section 3.04(a) below in exchange for each outstanding Global Security that is a Transfer Restricted Security in the appropriate principal amount. Simultaneously with the authentication of such Global Security, the Trustee shall cancel the corresponding Global Securities that bore the legend set forth in Section 3.04(a) below. (c) Upon any sale or transfer of a Transfer Restricted Security in definitive form initially resold to Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i) Regulation S following 40 consecutive days beginning on and including Until the 40th day after the later of the day on which such Transfer Restricted Security was offered to Persons other than “distributors” (as such term is defined in Regulation S) commencement of the offering of the Series A Notes and the date Issue Date thereof (such period, the “Distribution Compliance Period”), a beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of an interest in a Rule 144A Global Note or an IAI Global Note only if the closing transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit C hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB acquiring such Series A Notes in a transaction meeting the requirements of the original offering, Rule 144A or (ii) an effective registration statement IAI acquiring such Series A Notes pursuant to a private placement exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the Registrar United States or any other jurisdiction; provided that, in the case of a transfer to a Person who takes delivery in the form of an interest in an IAI Global Note, such Person shall permit deliver to the Holder thereof Trustee a written certificate in the form provided in Exhibit D hereto. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to exchange such Transfer Restricted Security for transfers of beneficial interests in the Regulation S Global Notes. (d) Beneficial interests in a definitive Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit C or E hereto, as applicable) to the effect that does not bear the legend referred to such transfer is being made in Section 3.04(b) below and rescind any restriction on the transfer accordance with Rule 904 of such Transfer Restricted SecurityRegulation S or Rule 144 (if available).

Transfer of Transfer Restricted Securities. (a) When Notes are presented to the Registrar with the request to register the transfer of such Notes or exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange in accordance with Article II of the Original Indenture. In addition, in the case of Series A Notes that are Transfer Restricted Securities, such request to register the transfer or make the exchange shall be accompanied by the following additional information and documents, as applicable, upon which the Registrar may conclusively rely: (1) if such Transfer Restricted 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 substantially the form of Exhibit C hereto; or (2) if such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Issuer Issuers or the Trustee so requests) or (iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or (3) if such Transfer Restricted Securities are being transferred to an IAI 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 (and based upon an opinion of counsel if the Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto and a certification from the applicable transferee in substantially the form of Exhibit D hereto; or (4) if such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from such Holder in substantially the form of Exhibit D E hereto; or (45) if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto. (b) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act: (1) in the case of any Transfer Restricted Security that is in the form of a definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend set forth in Section 3.04(a) below and rescind any restriction on the transfer of such Transfer Restricted Security; and (2) in the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in Section 3.04(a) below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act. Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Issuer Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.05 of the Original Indenture, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend set forth in Section 3.04(a) below, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Series A Notes is either (A) a Person participating in the distribution of the Series A Notes or (B) a Person who is an affiliate (as defined in Rule 144144 under the Securities Act) of the IssuerIssuers. The Issuer Issuers shall identify to the Trustee such Holders of the Notes in a written certification signed by an officer of the each Issuer and, absent certification from the Issuer Issuers to such effect, the Trustee shall assume that there are no such Holders. In addition, at such time as beneficial interests in Transfer Restricted Securities are Freely Tradable (based upon an opinion of counsel if the Issuer or the Trustee so requests), the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02 of the Original Indenture, the Trustee shall authenticate and deliver one or more Global Securities that do not bear the legend set forth in Section 3.04(a) below in exchange for each outstanding Global Security that is a Transfer Restricted Security in the appropriate principal amount. Simultaneously with the authentication of such Global Security, the Trustee shall cancel the corresponding Global Securities that bore the legend set forth in Section 3.04(a) below. (c) Upon any sale or transfer of a Transfer Restricted Security in definitive form (including any Transfer Restricted Security represented by a Global Security) initially resold to Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i) Regulation S following 40 consecutive days beginning on and including the later of the day on which such Transfer Restricted Security was offered to Persons other than “"distributors” " (as such term is defined in Regulation S) and the date of the closing of the original offering, or (ii) an effective registration statement under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend referred to set forth in Section 3.04(b) below and rescind any restriction on the transfer of such Transfer Restricted Security.

Transfer of Transfer Restricted Securities. (a) When Notes are presented to the Registrar with the request to register the transfer of such Notes or exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange in accordance with Article II of the Original Indenture. In addition, in the case of Series A Notes that are Transfer Restricted SecuritiesSecurities in definitive form, such request to register the transfer or make the exchange shall be accompanied by the following additional information and documents, as applicable, upon which the Registrar may conclusively rely: (1) if such Transfer Restricted 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 substantially the form of Exhibit C hereto; or (2) if such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Issuer Issuers or the Trustee so requests) or (iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or (3) if such Transfer Restricted Securities are being transferred to an IAI 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 (and based upon an opinion of counsel if the Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto and a certification from the applicable transferee in substantially the form of Exhibit D hereto; or (4) if such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from such Holder in substantially the form of Exhibit D E hereto; or (45) if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto. (b) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act: (1) in the case of any Transfer Restricted Security that is in the form of a definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend set forth in Section 3.04(a) below and rescind any restriction on the transfer of such Transfer Restricted Security; and (2) in the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in Section 3.04(a) below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act. Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Issuer Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.05 of the Original Indenture, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend set forth in Section 3.04(a) below, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Series A Notes is either (A1) a Person participating in the distribution is an affiliate of the Issuers within the meaning of Rule 405 under the Securities Act or an Initial Purchaser holding Series A Notes acquired by it and having the status of an unsold allotment in the initial offering and sale of Series A Notes pursuant to the Purchase Agreement, dated as of May 9, 2006, between the Issuers, the other parties referred to as “Plains Parties” therein and the Initial Purchasers, (2) does not acquire the Series B Notes in the ordinary course of such Holder’s business or (B3) a has an arrangement or understanding with any Person who to participate in the Exchange Offer for the purpose of distributing such Series B Notes or is an affiliate (as defined in Rule 144) of the Issuerengaged in, and intends to engage in, any such distribution. The Issuer Issuers shall identify to the Trustee such Holders of the Notes in a written certification signed by an officer of the each Issuer and, absent certification from the Issuer Issuers to such effect, the Trustee shall assume that there are no such Holders. In addition, at such time as beneficial interests in Transfer Restricted Securities are Freely Tradable (based upon an opinion of counsel if the Issuer or the Trustee so requests), the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02 of the Original Indenture, the Trustee shall authenticate and deliver one or more Global Securities that do not bear the legend set forth in Section 3.04(a) below in exchange for each outstanding Global Security that is a Transfer Restricted Security in the appropriate principal amount. Simultaneously with the authentication of such Global Security, the Trustee shall cancel the corresponding Global Securities that bore the legend set forth in Section 3.04(a) below. (c) Upon any sale or transfer of a Transfer Restricted Security in definitive form initially resold to Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i) Regulation S following 40 consecutive days beginning on and including Until the 40th day after the later of the day on which such Transfer Restricted Security was offered to Persons other than “distributors” (as such term is defined in Regulation S) commencement of the offering of the Series A Notes and the date Issue Date thereof (such period, the “Distribution Compliance Period”), a beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of an interest in a Rule 144A Global Note or an IAI Global Note only if the closing transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit C hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB acquiring such Series A Notes in a transaction meeting the requirements of the original offering, Rule 144A or (ii) an effective registration statement IAI acquiring such Series A Notes pursuant to a private placement exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the Registrar United States or any other jurisdiction; provided that, in the case of a transfer to a Person who takes delivery in the form of an interest in an IAI Global Note, such Person shall permit deliver to the Holder thereof Trustee a written certificate in the form provided in Exhibit D hereto. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to exchange such Transfer Restricted Security for transfers of beneficial interests in the Regulation S Global Notes. (d) Beneficial interests in a definitive Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit C or E hereto, as applicable) to the effect that does not bear the legend referred to such transfer is being made in Section 3.04(b) below and rescind any restriction on the transfer accordance with Rule 904 of such Transfer Restricted SecurityRegulation S or Rule 144 (if available).

Transfer of Transfer Restricted Securities. (a) When Notes are presented to the Registrar with the request to register the transfer of such Notes or exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange in accordance with Article II of the Original Indenture. In addition, in the case of Series A Notes that are Transfer Restricted SecuritiesSecurities in definitive form, such request to register the transfer or make the exchange shall be accompanied by the following additional information and documents, as applicable, upon which the Registrar may conclusively rely: (1) if such Transfer Restricted 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 substantially the form of Exhibit C hereto; or (2) if such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Issuer Issuers or the Trustee so requests) or (iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or (3) if such Transfer Restricted Securities are being transferred to an IAI 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 (and based upon an opinion of counsel if the Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto and a certification from the applicable transferee in substantially the form of Exhibit D hereto; or (4) if such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from such Holder in substantially the form of Exhibit D E hereto; or (45) if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto. (b) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act: (1) in the case of any Transfer Restricted Security that is in the form of a definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend set forth in Section 3.04(a) below and rescind any restriction on the transfer of such Transfer Restricted Security; and (2) in the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in Section 3.04(a) below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act. Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Issuer Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.05 of the Original Indenture, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend set forth in Section 3.04(a) below, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Series A Notes is either (A1) a Person participating in the distribution is an affiliate of the Issuers within the meaning of Rule 405 under the Securities Act or an Initial Purchaser holding Series A Notes acquired by it and having the status of an unsold allotment in the initial offering and sale of Series A Notes pursuant to the Purchase Agreement, dated as of August 5, 2004, between the Issuers, the other parties referred to as "Plains Parties" therein and the Initial Purchasers, (2) does not acquire the Series B Notes in the ordinary course of such Holder's business or (B3) a has an arrangement or understanding with any Person who to participate in the Exchange Offer for the purpose of distributing such Series B Notes or is an affiliate (as defined in Rule 144) of the Issuerengaged in, and intends to engage in, any such distribution. The Issuer Issuers shall identify to the Trustee such Holders of the Notes in a written certification signed by an officer of the each Issuer and, absent certification from the Issuer Issuers to such effect, the Trustee shall assume that there are no such Holders. In addition, at such time as beneficial interests in Transfer Restricted Securities are Freely Tradable (based upon an opinion of counsel if the Issuer or the Trustee so requests), the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02 of the Original Indenture, the Trustee shall authenticate and deliver one or more Global Securities that do not bear the legend set forth in Section 3.04(a) below in exchange for each outstanding Global Security that is a Transfer Restricted Security in the appropriate principal amount. Simultaneously with the authentication of such Global Security, the Trustee shall cancel the corresponding Global Securities that bore the legend set forth in Section 3.04(a) below. (c) Upon any sale or transfer of a Transfer Restricted Security in definitive form initially resold to Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i) Regulation S following 40 consecutive days beginning on and including Until the 40th day after the later of the day on which such Transfer Restricted Security was offered to Persons other than “distributors” (as such term is defined in Regulation S) commencement of the offering of the Series A Notes and the date Issue Date thereof (such period, the "Distribution Compliance Period"), a beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of an interest in a Rule 144A Global Note or an IAI Global Note only if the closing transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit C hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB acquiring such Series A Notes in a transaction meeting the requirements of the original offering, Rule 144A or (ii) an effective registration statement IAI acquiring such Series A Notes pursuant to a private placement exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the Registrar United States or any other jurisdiction; provided that, in the case of a transfer to a Person who takes delivery in the form of an interest in an IAI Global Note, such Person shall permit deliver to the Holder thereof Trustee a written certificate in the form provided in Exhibit D hereto. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to exchange such Transfer Restricted Security for transfers of beneficial interests in the Regulation S Global Notes. (d) Beneficial interests in a definitive Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit C or E hereto, as applicable) to the effect that does not bear the legend referred to such transfer is being made in Section 3.04(b) below and rescind any restriction on the transfer accordance with Rule 904 of such Transfer Restricted SecurityRegulation S or Rule 144 (if available).

Transfer of Transfer Restricted Securities. (a) When Notes are presented to the Registrar with the request to register the transfer of such Notes or exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange in accordance with Article II of the Original Indenture. In addition, in the case of Series A Notes that are Transfer Restricted Securities, such request to register the transfer or make the exchange shall be accompanied by the following additional information and documents, as applicable, upon which the Registrar may conclusively rely: (1) if such Transfer Restricted 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 substantially the form of Exhibit C hereto; or (2) if such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Issuer Issuers or the Trustee so requests) or (iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or (3) if such Transfer Restricted Securities are being transferred to an IAI 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 (and based upon an opinion of counsel if the Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto and a certification from the applicable transferee in substantially the form of Exhibit D hereto; or (4) if such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from such Holder in substantially the form of Exhibit D E hereto; or (45) if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto. (b) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act: (1) in the case of any Transfer Restricted Security that is in the form of a definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend set forth in Section 3.04(a) below and rescind any restriction on the transfer of such Transfer Restricted Security; and (2) in the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in Section 3.04(a) below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act. Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Issuer Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.05 of the Original Indenture, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend set forth in Section 3.04(a) below, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Series A Notes is either (A) a Person participating in the distribution of the Series A Notes or (B) a Person who is an affiliate (as defined in Rule 144144 under the Securities Act) of the IssuerIssuers. The Issuer Issuers shall identify to the Trustee such Holders of the Notes in a written certification signed by an officer of the each Issuer and, absent certification from the Issuer Issuers to such effect, the Trustee shall assume that there are no such Holders. In addition, at such time as beneficial interests in Transfer Restricted Securities are Freely Tradable (based upon an opinion of counsel if the Issuer or the Trustee so requests), the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02 of the Original Indenture, the Trustee shall authenticate and deliver one or more Global Securities that do not bear the legend set forth in Section 3.04(a) below in exchange for each outstanding Global Security that is a Transfer Restricted Security in the appropriate principal amount. Simultaneously with the authentication of such Global Security, the Trustee shall cancel the corresponding Global Securities that bore the legend set forth in Section 3.04(a) below. (c) Upon any sale or transfer of a Transfer Restricted Security in definitive form (including any Transfer Restricted Security represented by a Global Security) initially resold to Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i) Regulation S following 40 consecutive days beginning on and including the later of the day on which such Transfer Restricted Security was offered to Persons other than “distributors” (as such term is defined in Regulation S) and the date of the closing of the original offering, or (ii) an effective registration statement under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend referred to set forth in Section 3.04(b) below and rescind any restriction on the transfer of such Transfer Restricted Security.

Transfer of Transfer Restricted Securities. (a) When 6 5/8% Notes are presented to the Security Registrar with the request to register the transfer of such 6 5/8% Notes or to exchange such 6 5/8% Notes for an equal principal amount of 6 5/8% Notes of other authorized denominations, the Security Registrar shall register the transfer or make the exchange in accordance with Article II Three of the Original Indenture. In addition, in the case of Series A Notes that are Transfer Restricted SecuritiesSecurities in certificated form, such request to register the transfer or to make the exchange shall be accompanied by the following additional information and documents, as applicable, upon which the Security Registrar may conclusively rely: (1) if such Transfer Restricted Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect in substantially the form of Exhibit C hereto; or (2) if such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Issuer Company or the Trustee so requests) or (iii) pursuant to an effective registration statement under the Securities Act), a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or (3) if such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from such Holder in substantially the form of Exhibit D hereto; or (4) if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer Company or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto. (b) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act: (1) in the case of any Transfer Restricted Security that is in the form of a definitive Notecertificated Security, the Security Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note certificated Security that does not bear the legend set forth in Section 3.04(a) 4 below and rescind any restriction on the transfer of such Transfer Restricted SecuritySecurity set forth in this Section 3; and (2) in the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in Section 3.04(a) 4 below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act. Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Issuer Company shall issue and, upon receipt of an authentication order in accordance with Section 2.05 303 of the Original Indenture, the Trustee shall authenticate Series B Exchange Notes in exchange for Series A other 6 5/8% Notes accepted for exchange in the Exchange Offer, which Series B Exchange Notes shall not bear the legend set forth in Section 3.04(a) 4 below, and the Security Registrar shall rescind any restriction on the transfer of such NotesExchange Notes set forth in this Section 3, in each case unless the Holder of such Series A 6 5/8% Notes is either (A) a Person participating accepted for exchange in the distribution of the Series A Notes or Exchange Offer (B1) a Person who is an affiliate (as defined in Rule 144) of the IssuerCompany within the meaning of Rule 405 under the Securities Act or an Initial Purchaser holding 6 5/8% Notes acquired by it and having the status of an unsold allotment in the initial offering and sale of 6 5/8% Notes pursuant to the Purchase Agreement, (2) does not acquire the Exchange Notes in the ordinary course of such Holder’s business or (3) has an arrangement or understanding with any Person to participate in the Exchange Offer for the purpose of distributing such Exchange Notes or is engaged in, and intends to engage in, any such distribution. The Issuer Company shall identify to the Trustee such Holders of the 6 5/8% Notes in a written certification signed by an officer of the Issuer Officer and, absent certification from the Issuer Company to such effect, the Trustee shall assume that there are no such Holders. In addition, at such time as beneficial interests in Transfer Restricted Securities are Freely Tradable (based upon an opinion of counsel if the Issuer or the Trustee so requests), the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02 of the Original Indenture, the Trustee shall authenticate and deliver one or more Global Securities that do not bear the legend set forth in Section 3.04(a) below in exchange for each outstanding Global Security that is a Transfer Restricted Security in the appropriate principal amount. Simultaneously with the authentication of such Global Security, the Trustee shall cancel the corresponding Global Securities that bore the legend set forth in Section 3.04(a) below. (c) Upon any sale or transfer of a Transfer Restricted Security in definitive form initially resold to Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i) Regulation S following 40 consecutive days beginning on and including Until the 40th day after the later of the day on which such Transfer Restricted Security was offered to Persons other than “distributors” (as such term is defined in Regulation S) commencement of the offering of the 6 5/8% Notes and the date Issue Date (such period, the “Distribution Compliance Period”), a beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of an interest in a Rule 144A Global Note only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit C hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the closing United States or any other jurisdiction. After the expiration of the original offeringDistribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in the Regulation S Global Notes. (d) Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the trustee a written certificate (iiin the form provided in Exhibit C or D hereto, as applicable) an effective registration statement under to the Securities Act, the Registrar shall permit the Holder thereof to exchange effect that such Transfer Restricted Security for a definitive Note that does not bear the legend referred to transfer is being made in Section 3.04(b) below and rescind any restriction on the transfer accordance with Rule 904 of such Transfer Restricted SecurityRegulation S or Rule 144 (if available).

Transfer of Transfer Restricted Securities. (a) When Notes are presented to the Registrar with the request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange in accordance with Article II of the Original Indenture. In addition, in the case of Series A Notes that are Transfer Restricted SecuritiesSecurities in certificated form, such request to register the transfer or to make the exchange shall be accompanied by the following additional information and documents, as applicable, upon which the Registrar may conclusively rely: (1) if such Transfer Restricted 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 substantially the form of Exhibit C hereto; or (2) if such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Issuer Company or the Trustee so requests) or (iii) pursuant to an effective registration statement under the Securities Act), a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or (3) if such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from such Holder in substantially the form of Exhibit D hereto; or (4) if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer Company or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto. (b) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act: (1) in the case of any Transfer Restricted Security that is in the form of a definitive certificated Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive certificated Note that does not bear the legend set forth in Section 3.04(a) 2.04 below and rescind any restriction on the transfer of such Transfer Restricted SecuritySecurity set forth in this Section 2.03; and (2) in the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in Section 3.04(a) 2.04 below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act. Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Issuer Company shall issue and, upon receipt of an authentication order in accordance with Section 2.05 2.04 of the Original Indenture, the Trustee shall authenticate Series B Exchange Notes in exchange for Series A other Notes accepted for exchange in the Exchange Offer, which Series B Exchange Notes shall not bear the legend set forth in Section 3.04(a) 2.04 below, and the Registrar shall rescind any restriction on the transfer of such NotesExchange Notes set forth in this Section 2.03, in each case unless the Holder of such Series A Notes is either (A) a Person participating accepted for exchange in the distribution of the Series A Notes or Exchange Offer (B1) a Person who is an affiliate (as defined in Rule 144) of the IssuerCompany within the meaning of Rule 405 under the Securities Act or an Initial Purchaser holding Notes acquired by it and having the status of an unsold allotment in the initial offering and sale of Notes pursuant to the Purchase Agreement, (2) does not acquire the Exchange Notes in the ordinary course of such Holder's business or (3) has an arrangement or understanding with any Person to participate in the Exchange Offer for the purpose of distributing such Exchange Notes or is engaged in, and intends to engage in, any such distribution. The Issuer Company shall identify to the Trustee such Holders of the Notes in a written certification signed by an officer Officer of the Issuer Company and, absent certification from the Issuer Company to such effect, the Trustee shall assume that there are no such Holders. In addition, at such time as beneficial interests in Transfer Restricted Securities are Freely Tradable (based upon an opinion of counsel if the Issuer or the Trustee so requests), the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02 of the Original Indenture, the Trustee shall authenticate and deliver one or more Global Securities that do not bear the legend set forth in Section 3.04(a) below in exchange for each outstanding Global Security that is a Transfer Restricted Security in the appropriate principal amount. Simultaneously with the authentication of such Global Security, the Trustee shall cancel the corresponding Global Securities that bore the legend set forth in Section 3.04(a) below. (c) Upon any sale or transfer of a Transfer Restricted Security in definitive form initially resold to Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i) Regulation S following 40 consecutive days beginning on and including Until the 40th day after the later of the day on which such Transfer Restricted Security was offered to Persons other than “distributors” (as such term is defined in Regulation S) commencement of the offering of the Notes and the date Issue Date (such period, the "Distribution Compliance Period"), a beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of an interest in a Rule 144A Global Note only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit C hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the closing United States or any other jurisdiction. After the expiration of the original offeringDistribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in the Regulation S Global Notes. (d) Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the trustee a written certificate (iiin the form provided in Exhibit C or D hereto, as applicable) an effective registration statement under to the Securities Act, the Registrar shall permit the Holder thereof to exchange effect that such Transfer Restricted Security for a definitive Note that does not bear the legend referred to transfer is being made in Section 3.04(b) below and rescind any restriction on the transfer accordance with Rule 904 of such Transfer Restricted SecurityRegulation S or Rule 144 (if available).