Common use of Transfers to Non-QIB Institutional Accredited Investors Clause in Contracts

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuers; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest to be transferred or exchanged.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Closing Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Closing Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the expiration of the applicable holding period with respect thereto set forth in Rule 144(d) of the Securities Act; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the expiration of the applicable holding period with respect thereto set forth in Rule 144(d) of the Securities Act or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB:QIB (excluding Non-U.S. Persons): (i) the The Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the expiration of the applicable holding period with respect thereto set forth in Rule 144 of the Securities Act; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the expiration of the applicable holding period with respect thereto set forth in Rule 144 of the Securities Act or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the Issuers;Company. (ii) if If the proposed transferee is a Participant an Agent Member and the Notes Restricted Securities to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the DepositoryDepositary’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the and transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchanged; andtransferred. (iii) if If the proposed transferor is a Participant an Agent Member seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the DepositoryDepositary’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer or exchange is at least one year after the later of the date of issuance of such Note and the last date on which the Company or any of their Affiliates was the owner of such Note or any predecessor of such Note and on which the Company instruct the Trustee that the Private Placement Legend shall be deemed to have been removed from such Note (and the Company shall provide an Officer’s Certificate to the Trustee if the Company or an Affiliate thereof has acquired a beneficial interest in such Note); or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the IssuersCompany; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the IssuersCompany), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest to be transferred or exchanged.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Senior Note constituting a Transfer Restricted Security Senior Note, or an Interest in a Global Senior Note constituting a Transfer Restricted Senior Note to any institutional "Accredited Investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or an entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor Investor")) which is not a QIB: (i) the The Registrar shall register the transfer or exchange of any Senior Note constituting a Transfer Restricted SecuritySenior Note, whether or not such Senior Note bears the Private Placement Legend, if (x) the requested transfer is after March 14, 1999, or (y) in the case of a transfer to an Institutional Accredited Investor which is not a QIB, the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C B hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuers;Registrar have received both an Opinion of Counsel and an Officers' Certificate directing transfer; and (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if If the proposed transferor is an Agent Member holding a Participant seeking to transfer or exchange an beneficial interest in a Global Senior Note, upon receipt by the Registrar of (x) written the certificate and opinions, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depository’s Depositary's and the Registrar’s procedures and 's procedures, (ya) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (Aif the transfer does not involve a transfer of outstanding Definitive Senior Notes) direct the Depository to a decrease in the principal amount of the Rule 144A Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI Global Senior Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred if the transfer is being made by a QIB from the Rule 144A Global Senior Note or exchangedif Definitive Senior Notes are to be issued, and (b) if the transfer is not being made by an Institutional Accredited Investor of a beneficial interest in the AI Global Senior Note to another Institutional Accredited Investor wishing to take a beneficial interest in the AI Global Senior Note, Anvil shall execute and the Trustee shall authenticate upon receipt of a Company Order, and deliver one or more Definitive Senior Notes of like tenor and amount or, if the transferee is to take an interest in the AI Global Senior Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the AI Global Senior Note in an amount equal to the amount of the transfer.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C D hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersCompany; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the The Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the expiration of the applicable holding period with respect thereto set forth in Rule 144(d) of the Securities Act; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the expiration of the applicable holding period with respect thereto set forth in Rule 144(d) of the Securities Act or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C E hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if If the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the DepositoryDepositary’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if If the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the DepositoryDepositary’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security Debenture to any Institutional Accredited Investor which is not a QIB:QIB (excluding Non-U.S. Persons): (i) the Registrar The Trustee shall register the transfer or exchange of any Restricted SecurityDebenture, whether or not such Note Debenture bears the Private Placement Legend, if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act or (y) the proposed transferee has delivered to the Registrar Trustee (A) a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required (B) if requested by the Trustee Company, an opinion of counsel reasonably acceptable to the Company to the effect that the transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, if the Debenture to be transferred consists of either a Regulation S Physical Debenture prior to the removal of the Private Placement Legend, an interest in a Regulation S Global Debenture prior to the removal of the Private Placement Legend, a U.S. Physical Debenture or a 144 Global Debenture, the proposed transferor shall have checked the box provided for on the form of such Debenture, or shall have otherwise advised the Company and the Issuers;Trustee in writing, that the transfer is being been made to an Institutional Accredited Investor purchasing for its own account, or for the account of another Institutional Accredited Investor, in a minimum principal amount of U.S. $100,000; and (ii) Subject to paragraph (c) of this Section 313, if the proposed transferee transferor is an Agent Member holding a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an beneficial interest in the IAI a Global NoteDebenture, upon receipt by the Registrar Trustee of the Physical Note and (x) written the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the DepositoryDepositary’s and the RegistrarTrustee’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers)procedures, the Registrar Trustee shall register the transfer or exchange and reflect on its books book and records the date and direct the Depository to increase a decrease in the principal amount of the IAI such Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from which such interests are to be transferred or exchanged Debenture in an amount equal to the principal amount of the Notes beneficial interest in such Global Debenture to be transferred transferred, and, if required, the Company shall execute, and the Trustee shall authenticate and deliver, one or exchanged more U.S. Physical Debentures of like tenor and (B) direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest to be transferred or exchangedamount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Security constituting a Restricted Security to any institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (an “Accredited Investor” or an “Institutional Accredited Investor Investor”) which is not a QIB:QIB (excluding Non-U.S. Persons): (i) the Registrar shall register the transfer or exchange of any Security constituting a Restricted Security, whether or not such Note Security bears the Private Placement Legend, if (x) the transferee certifies that it is not an Affiliate of the Issuer and the requested transfer is after the first anniversary of the later of the (a) Issue Date and (b) the last date on which the Issuer or an Affiliate of the Issuer was the owner of such Security (or any predecessor Security) or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereunder or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any if such transfer is in respect of an aggregate principal amount of Securities of less than $250,000, the proposed transferee has delivered to the Registrar and the Issuer an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act and such other certifications, legal opinions and certifications as may be reasonably required by or other information that the Trustee and may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the Issuers;registration requirements of the Securities Act; and (ii) if the proposed transferee transferor is an Agent Member holding a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an beneficial interest in the IAI U.S. Global NoteSecurity, the Registrar shall register the transfer of any Security constituting a Restricted Security, whether or not such Security bears a Private Placement Legend upon receipt by the Registrar of the Physical Note and (x) written the certificate, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depository’s and the Registrar’s procedures and procedures, whereupon (ya) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (Aif the transfer does not involve a transfer of outstanding U.S. Physical Securities) direct the Depository to a decrease in the principal amount of the applicable U.S. Global Note from which such interests are to be transferred or exchanged Security in an amount equal to the principal amount of the Notes beneficial interest in such U.S. Global Security to be transferred or exchanged transferred, and (Bb) direct the Depository to increase Issuer shall execute and the principal amount Trustee shall authenticate and make available for delivery one or more U.S. Physical Securities of the IAI Global Note in an amount equal to the principal amount of the interest to be transferred or exchangedlike tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer or exchange is at least one year after the later of the date of issuance of such Note and the last date on which the Issuers or any of their Affiliates was the owner of such Note or any predecessor of such Note and on which the Issuers instruct the Trustee that the Private Placement Legend shall be deemed removed from such Note (and the Company shall provide an Officer’s Certificate to the Trustee if the Issuers or an Affiliate thereof has acquired a beneficial interest in such Note); or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuers; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest to be transferred or exchanged.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Security Registrar shall register the transfer or exchange of any Note constituting a Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the proposed requested transfer is subsequent to a date which is two years after the later of the Issue Date and the last date on which the Company or any of its Affiliates was the owner of such Note or (y) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the transferee has executed and delivered to the Registrar Company and the Trustee (with a certificate copy to the Security Registrar) an institutional accredited investor transferee compliance letter (an "Investor Letter") substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuers;thereby; and (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Security Registrar of the Physical Note and (x) written the certificate in substantially the form of Exhibit C and any legal opinions and certifications required by clause (y) of paragraph (i) above and (y) instructions given in accordance with the Depository’s procedures of the Depositary and the Security Registrar’s procedures and , (y1) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Security Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note a decrease in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from in which such interests are to be transferred or exchanged the transferor's beneficial interest is held in an amount equal to the principal amount of the Notes beneficial interest in such IAI Global Note to be transferred or exchanged shall cancel any Certificated Note so transferred, and (B2) direct the Depository to Security Registrar shall reflect on its books and records, if necessary, a corresponding increase in the principal amount of the IAI Global Note in an amount equal to which the principal amount transferee's beneficial interest will be held or, if it is determined by the Company that Certificated Notes must be issued, the Company shall execute and the Trustee shall authenticate and make available for delivery one or more Certificated Notes of the interest to be transferred or exchangedlike tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security an Initial Certificate to any Institutional Accredited Investor which is not neither a QIB:QIB nor a Non-U.S. Person (excluding transfers by a Participant holding Regulation S Definitive Certificates or a beneficial interest in the Regulation S Permanent Global Certificate): (i) the Registrar The Pass Through Trustee shall register the transfer or exchange of any Restricted SecurityInitial Certificate or a beneficial interest therein, whether or not such Note bears bearing the Private Placement Restricted Legend, only if (x) the requested transfer is at least two years (or such shorter period as may be specified under Rule 144 under the Securities Act) after the later of the original issue date of the Certificates and the last date on which such Initial Certificate was held by the Company, the Pass Through Trustee or any Affiliate of any of such Persons or (y) (a) the proposed transferee has delivered to checked the Registrar applicable box provided for on the form of Certificate, if in definitive form, (b) the proposed transferor has provided the Pass Through Trustee with a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required by C, (c) the transferor or transferee has delivered to the Pass Through Trustee and the Issuers;Company an opinion of counsel in form and scope satisfactory to the Pass Through Trustee and the Company, (d) the transferee has executed a certificate substantially in the form of Exhibit B hereto and (e) the Fractional Undivided Interest of the Certificates being transferred is at least $100,000. Except as provided in the foregoing sentence, the Registrar shall not register the transfer of any Certificate to any Institutional Accredited Investor which is neither a QIB nor a Non-U.S. Person. (ii) if If the proposed transferee transferor is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an holding a beneficial interest in the IAI a Restricted Global NoteCertificate, upon receipt by the Registrar Pass Through Trustee of the Physical Note and (x) written the documents, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depository’s DTC's and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers)Pass Through Trustee's procedures, the Registrar Pass Through Trustee shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI transfer and a decrease in the Fractional Undivided Interest of such Restricted Global Note Certificate in an amount equal to the principal amount Fractional Undivided Interest of Physical Notes the beneficial interest in such Restricted Global Certificate to be transferred or exchangedtransferred, and the Registrar Pass Through Trustee shall cancel execute, authenticate and deliver to the Physical Notes so transferred transferor or exchanged; andas such transferor directs, one or more Restricted Definitive Certificates of like tenor and amount. (iii) if If the proposed transferor is an Institutional Accredited Investor holding a Participant seeking to transfer or exchange an interest in a Global NoteRestricted Definitive Certificate, upon receipt by fulfillment of the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to requirements specified in clause (y) of paragraph ‎(i(i) aboveabove by another Institutional Accredited Investor, the Registrar Pass Through Trustee shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal transfer, and the Pass Through Trustee shall execute, authenticate and deliver to the principal amount transferor or as such transferor directs, one or more new Restricted Definitive Certificates of the Notes to be transferred or exchanged like tenor and (B) direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest to be transferred or exchangedamount.

Transfers to Non-QIB Institutional Accredited Investors. The following additional provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note Security bears the Private Placement Legend, if (x) the requested transfer is after the Resale Restriction Termination Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuersthereby; (ii) if the proposed transferee transferor is a Participant an Agent Member and the Notes Securities to be transferred or exchanged consist of Physical Notes Securities which after transfer or exchange are to be evidenced by an interest in the IAI Global NoteSecurity, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s Depositary's and the Registrar’s 's procedures and (y) the appropriate certificate, if requiredany, referred to in required by clause (y) of paragraph ‎(i(i) above (above, together with any required legal opinions and any legal opinion or other certifications required by the Issuers)certifications, the Registrar shall register the transfer or exchange and reflect on its books book and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note Security in an amount equal to the principal amount of Physical Notes Securities to be transferred or exchangedtransferred, and the Registrar Trustee shall cancel the Physical Notes Security so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant an Agent Member seeking to transfer or exchange an interest in a Global NoteSecurity, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the appropriate certificate, if requiredany, referred to in required by clause (y) of paragraph ‎(i(i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note Security from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes Securities to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note Security in an amount equal to the principal amount of the interest Global Security to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersCompany; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i1) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the first anniversary of the original date of issuance of such Note (or until an earlier transfer if (i) such Note is transferred following the six-month anniversary of the original date of issuance of such Note in accordance with this Indenture and (ii) the Issuer has at the time of such transfer filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve-month period preceding the date of transfer), provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the first anniversary of the original date of issuance of such Note (or until an earlier transfer if (i) such Note is transferred following the six-month anniversary of the original date of issuance of such Note in accordance with this Indenture and (ii) the Issuer has at the time of such transfer filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve-month period preceding the date of transfer) (it being understood that the Registrar shall have no responsibility to confirm whether the Issuer or its Affiliates so held any beneficial interest in such Note, or portion thereof, during such time), or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and or the IssuersIssuer; (ii2) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion opinions or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date of transfer and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar or Trustee shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii3) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) aboveabove (and any legal opinions or other certifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date of transfer and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the first anniversary of the original date of issuance of such Note (or until an earlier transfer if (i) such Note is transferred following the six-month anniversary of the original date of issuance of such Note in accordance with this Indenture and (ii) the Issuer has at the time of such transfer filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve-month period preceding the date of transfer), provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the first anniversary of the original date of issuance of such Note (or until an earlier transfer if (i) such Note is transferred following the six-month anniversary of the original date of issuance of such Note in accordance with this Indenture and (ii) the Issuer has at the time of such transfer filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve-month period preceding the date of transfer) (it being understood that the Registrar shall have no responsibility to confirm whether the Issuer or its Affiliates so held any beneficial interest in such Note, or portion thereof, during such time), or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion opinions or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date of transfer and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar or Trustee shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) aboveabove (and any legal opinions or other certifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date of transfer and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount at maturity of the IAI Global Note in an amount equal to the principal amount at maturity of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount at maturity of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount at maturity of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount at maturity of the IAI Global Note in an amount equal to the principal amount at maturity of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted an Original Security to any Institutional Accredited Investor which is not a QIB: (i) the The Registrar shall register the transfer or exchange of any Restricted Original Security, whether or not such Note Original Security bears the Private Placement Legend, if (x) the requested transfer is at least two years after the original Issue Date of the Original Securities and the proposed transferor checks box A.3 on Exhibit B attached hereto, certifying that the sale has been made in compliance with the provisions of Rule 144 or (y) the proposed transferor checks box A.4 provided for on Exhibit B attached hereto, certifying to the Registrar that it (or any person holding a beneficial interest in such Original Security through it) was not the initial Holder or beneficial owner of such Original Security and the proposed transferee has delivered to the Registrar (A) a certificate certification substantially in the form of Section C of Exhibit C B hereto and any legal opinions and certifications as may be reasonably required by (B) if the Trustee aggregate principal amount of the Original Securities being transferred is less than $100,000 at the time of such transfer, an opinion of counsel acceptable to the Corporation and the Issuers;Registrar that such transfer is in compliance with the Securities Act. (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if If the proposed transferor is an Agent Member holding a Participant seeking to transfer or exchange an beneficial interest in a the Global Note, upon receipt by the Registrar of (x) written the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository’s Depositary's and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above's procedures, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred transferred, and the Corporation shall execute, and the Trustee shall authenticate and deliver, one or exchangedmore Physical Notes of like tenor and amount. If the proposed transferor holds Original Securities represented by Physical Notes, upon receipt by the Registrar of the documents, if any, required by paragraph (i) and surrender of the Physical Notes representing the Securities to be transferred, the Corporation shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount and cancel the Physical Notes so surrendered for transfer.

Transfers to Non-QIB Institutional Accredited Investors. The following additional provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security an Initial Note to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted SecurityInitial Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that the Holder of such Note certifies to the Registrar that neither Issuer nor any Affiliate of Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Notes without registering such Initial Notes thereunder or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C E hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuers;thereby; and (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant an Agent Member seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the appropriate certificate, if requiredany, referred to in required by clause (y) of paragraph ‎(i(i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct Issuer shall execute, and the Depository to increase the Trustee shall authenticate, Physical Notes in a principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Global Note to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersCompany; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuersdescribed therein), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) aboveabove (and any legal opinion or other certifications described therein), the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following additional provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security an Initial Note to any Institutional Accredited Investor which is not a QIB: (i) the Registrar or co-Registrar shall register the transfer or exchange of any Restricted SecurityInitial Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; PROVIDED, HOWEVER, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Notes thereunder or (y) the proposed transferee has delivered to the Registrar or co-Registrar a certificate substantially in the form of Exhibit C EXHIBIT D hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuersthereby; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant an Agent Member seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar or co-Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's or co-Registrar's procedures and (y) the certificateappropriate certificate if any, if required, referred to in required by clause (y) of paragraph ‎(i(i) above, together with any required legal opinions and certifications, the Registrar or co-Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase Company shall execute, each Subsidiary Guarantor, if any, shall execute a notation on and, upon a Company Order, the Trustee shall authenticate Physical Notes in a principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Global Note to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following additional provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security an Initial Note to any Institutional Accredited Investor which is not a QIB: (i) the Registrar or co-Registrar shall register the transfer or exchange of any Restricted SecurityInitial Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Notes thereunder or (y) the proposed transferee has delivered to the Registrar or co-Registrar a certificate substantially in the form of Exhibit C D hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuersthereby; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant an Agent Member seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar or co-Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's or co-Registrar's procedures and (y) the appropriate certificate, if requiredany, referred to in required by clause (y) of paragraph ‎(i(i) above, together with any required legal opinions and certifications, the Registrar or co-Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase Company shall execute, each Subsidiary Guarantor, if any, shall execute a notation on and, upon a Company Order, the Trustee shall authenticate Physical Notes in a principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Global Note to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security Note to any Institutional Accredited Investor which is not a QIB:QIB (excluding Non-U.S. Persons): (i) the Registrar The Trustee shall register the transfer or exchange of any Restricted SecurityNote, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act or (y) the proposed transferee has delivered to the Registrar Trustee (A) a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required (B) if requested by the Trustee Company, an opinion of counsel reasonably acceptable to the Company to the effect that the transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, if the Note to be transferred consists of either a Regulation S Physical Note prior to the removal of the Private Placement Legend, an interest in a Regulation S Global Note prior to the removal of the Private Placement Legend, a U.S. Physical Note or a 144 Global Note, the proposed transferor shall have checked the box provided for on the form of such Note, or shall have otherwise advised the Company and the Issuers;Trustee in writing, that the transfer is being made to an Institutional Accredited Investor purchasing for its own account, or for the account of another Institutional Accredited Investor, in a minimum principal amount of U.S.$250,000; and (ii) if the proposed transferee is a Participant and the Notes Subject to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and paragraph (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (yc) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers)this Section 313, the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is an Agent Member holding a Participant seeking to transfer or exchange an beneficial interest in a Global Note, upon receipt by the Registrar Trustee of (x) written the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository’s 's and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) aboveTrustee's procedures, the Registrar Trustee shall register the transfer or exchange and reflect on its books book and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred transferred, and, if required, the Company shall execute, and the Trustee shall authenticate and deliver, one or exchangedmore corresponding U.S. Physical Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the first anniversary of the original date of issuance of such Restricted Security, provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the first anniversary of the original date of issuance of such Restricted Security, or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date of transfer and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date of transfer and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following additional provisions shall apply with respect to the registration of any proposed transfer or exchange of a Note constituting a Restricted Security Note to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Note constituting a Restricted SecurityNote, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such note, or portion thereof, at any time on or prior to the third anniversary of the Issue Date) or (y) in the case of a transfer to an Institutional Accredited Investor which is not a QIB, the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the IssuersD hereto; (ii) if the proposed transferee is a Participant Participant, and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if requiredany, referred to in required by clause (y) of paragraph ‎(i(i) above, the Registrar shall register reflect on its books and records the date and an increase in the principal amount of such IAI Global Note in an amount equal to the principal amount of the Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in the 144A Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository's and the Registrar's procedures and (y) the certificate, if any, required by clause (y) of paragraph (i) above, the Registrar shall reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the 144A Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security an Initial Note to any Institutional Accredited Investor which that is not neither a QIBQIB nor a Non-U.S. Person: (i) the Registrar shall register the transfer or exchange of any Restricted Security, Initial Note (whether or not such Note bears bearing the Private Placement Restricted Legend), only if (A) the requested transfer occurs after the expiration of the holding period applicable to sales of the Notes under Rule 144(d) under the Securities Act, or (B) (1) the proposed transferee has delivered to the Registrar a certificate letter substantially in the form of Exhibit C hereto hereto, and any (2) the aggregate principal amount of the Notes being transferred is at least $250,000, and, in the case of clause (A) or (B) of this Section 2.06(a)(i), the proposed transferor shall have furnished to the Trustee and, if requested, to the Company, such certifications, legal opinions and certifications or other information as may be reasonably required by the Trustee and or the Issuers;Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Except as provided in the foregoing sentence, the Registrar shall not register the transfer of any Note to any Institutional Accredited Investor that is neither a QIB nor a Non-U.S. Person; and (ii) if the proposed transferee transferor is or is acting through an Agent Member holding a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an beneficial interest in the IAI a Global Initial Note, upon receipt by the Registrar Registrar, the Trustee and the Company, as applicable, of (A) the Physical Note documents, if any, required by Section 2.06(a)(i) and (xB) written instructions given in accordance with the DepositoryDTC’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers)procedures, the Registrar shall register the transfer or exchange and reflect on its books and records the date of the transfer and direct the Depository to increase a decrease in the principal amount of the IAI such Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI Global Initial Note in an amount equal to the principal amount of the beneficial interest in such Global Initial Note to be transferred transferred, and the Company shall execute and the Trustee shall authenticate and deliver to the transferor or exchangedat its direction, one or more Restricted Definitive Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Closing Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Note constituting a Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the proposed requested transfer is subsequent to a date which is two years after the later of the Issue Date and the last date on which the Company or any of its Affiliates was the owner of such Note or (y) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non- U.S. Persons), the transferee has executed and delivered to the Registrar Company, the Trustee (with a certificate copy to the Registrar) and the Initial Purchasers an institutional accredited investor transferee compliance letter (an "Investor Letter") substantially in the form of Exhibit C E hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuers;thereby; and (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written the certificate in substantially the form of Exhibit E and any legal opinions and certifications required by clause (y) of paragraph (i) above and (y) instructions given in accordance with the Depository’s procedures of Euroclear or Clearstream, as the case may be, and the Registrar’s procedures and , (y1) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note a decrease in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from in which such interests are to be transferred or exchanged the transferor's beneficial interest is held in an amount equal to the principal amount of the Notes beneficial interest in such IAI Global Note to be transferred or exchanged shall cancel any Physical Note so transferred, and (B2) direct the Depository to Registrar shall reflect on its books and records, if necessary, a corresponding increase in the principal amount of the IAI Global Note in an amount equal to which the principal amount transferee's beneficial interest will be held or, if it is determined by the Company that Physical Notes must be issued, the Company shall execute and the Trustee shall authenticate and make available for delivery one or more Physical Notes of the interest to be transferred or exchangedlike tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security Note to any Institutional Accredited Investor which is not a QIB:QIB (excluding Non-U.S. Persons): (i) the Registrar The Trustee shall register the transfer or exchange of any Restricted SecurityNote, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act or (y) the proposed transferee has delivered to the Registrar Trustee (A) a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required (B) if requested by the Trustee Issuer, an opinion of counsel reasonably acceptable to the Issuer to the effect that the transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, if the Note to be transferred consists of either a Regulation S Physical Note prior to the removal of the Private Placement Legend, an interest in a Regulation S Global Note prior to the removal of the Private Placement Legend, a U.S. Physical Note or a 144 Global Note, the proposed transferor shall have checked the box provided for on the form of such Note, or shall have otherwise advised the Issuer and the Issuers;Trustee in writing, that the transfer is being been made to an Institutional Accredited Investor purchasing for its own account, or for the account of another Institutional Accredited Investor, in a minimum principal amount of $250,000; and (ii) if the proposed transferee is a Participant and the Notes Subject to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and paragraph (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (yc) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers)this Section 2.13, the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is an Agent Member holding a Participant seeking to transfer or exchange an beneficial interest in a Global Note, upon receipt by the Registrar Trustee of (x) written the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository’s Depositary's and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) aboveTrustee's procedures, the Registrar Trustee shall register the transfer or exchange and reflect on its books book and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or exchangedmore U.S. Physical Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. Any interest in a Security acquired by an IAI Initial Investor in the initial distribution of Securities by the Initial Purchaser may only be transferred as provided in clause (A) of the Private Placement Legend. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted an Initial Security to any Institutional Accredited Investor IAI which is not a QIBQIB (excluding Non-U.S. Persons) that is consistent with the Private Placement Legend: (i) the The Registrar shall register the transfer or exchange of any Restricted Security, whether Initial Security if (x) the requested transfer is at least two years after the original issue date of the Initial Security or not such Note bears the Private Placement Legend, if (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of set forth in Exhibit C hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuers;C. (ii) if If the proposed transferee is a Participant an Agent Member, and the Notes Initial Security to be transferred consists of U.S. Physical Securities or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI QIB Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global NoteSecurity, upon receipt by the Registrar of (x) written the document, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository’s Depositary's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) abovetherefor, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease an increase in the principal amount of the IAI Global Note from which such interests are Security in an amount equal to (x) the principal amount of the U.S. Physical Securities to be transferred, and the Trustee shall cancel the U.S. Physical Security so transferred or exchanged (y) the amount of the beneficial interest in the QIB Global Security to be so transferred (in which case the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the QIB Global Security). (iii) If the proposed transferee is entitled to receive a U.S. Physical Security as provided in Section 2.12 and the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global Security, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such U.S. Global Security in an amount equal to the principal amount of the Notes beneficial interest in such U.S. Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities of like tenor and amount. (iv) If the Initial Security to be transferred or exchanged consists of U.S. Physical Securities and (B) direct the Depository proposed transferee is entitled to increase receive a U.S. Physical Security as provided in Section 2.12, upon receipt by the principal amount Registrar of the IAI Global Note in an amount equal document, if any, required by paragraph (i), the Registrar shall register such transfer and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Securities of like tenor and amount. (v) Notwithstanding any provision herein to the principal amount of the interest contrary, transfers by an IAI Initial Investor that is not a QIB cannot be made to be transferred or exchangedan IAI that is not a QIB.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if requiredre- quired, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security an Initial Note to any Institutional Accredited Investor IAI which is not a QIB:QIB (excluding Non-U.S. Persons): (i) the The Registrar shall register the transfer or exchange of any Restricted Security, whether Initial Note if (x) the requested transfer is at least two years after the original issue date of the Initial Note or not such Note bears the Private Placement Legend, if (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of set forth in Exhibit C hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuers;D. (ii) if If the proposed transferee is a Participant an Agent Member, and the Notes Initial Note to be transferred or exchanged consist consists of U.S. Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a QIB Global Note, upon receipt by the Registrar of (x) written the document, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository’s Depositary's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) abovetherefor, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease an increase in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount at maturity of the IAI Global Note in an amount equal to (x) the principal amount at maturity of the U.S. Physical Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or (y) the amount at maturity of the beneficial interest in the QIB Global Note to be so transferred (in which case the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount at maturity of the QIB Global Note). (iii) If the proposed transferee is entitled to receive a U.S. Physical Note as provided in Section 2.12 and the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of such U.S. Global Note in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like tenor and amount. (iv) If the Initial Note to be transferred consists of U.S. Physical Notes and the proposed transferee is entitled to receive a U.S. Physical Note as provided in Section 2.12, upon receipt by the Registrar of the document, if any, required by paragraph (i), the Registrar shall register such transfer and the Company shall execute, and the Trustee shall authenticate and deliver, one or exchangedmore U.S. Physical Notes of like tenor and amount. (v) Notwithstanding any provision herein to the contrary, transfers by an IAI (x) which is not a QIB and (y) is an initial investor in the Initial Notes, cannot be made to an IAI which is not a QIB.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; PROVIDED, HOWEVER, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit EXHIBIT C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB:QIB (excluding Non-U.S. Persons): (i) the The Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the expiration of the applicable holding period with respect thereto set forth in Rule 144 of the Securities Act; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the expiration of the applicable holding period with respect thereto set forth in Rule 144 of the Securities Act or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C B hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the Issuers;Company. (ii) if If the proposed transferee is a Participant an Agent Member and the Notes Restricted Securities to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the DepositoryDepositary’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the and transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchanged; andtransferred. (iii) if If the proposed transferor is a Participant an Agent Member seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the DepositoryDepositary’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i1) the Registrar shall register the transfer or exchange of any Restricted Security, whether if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Restricted Security, or not such Note bears portion thereof, at any time on or prior to the Private Placement Legendsecond anniversary of the Issue Date, if or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersCompany; (ii2) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii3) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(1) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Global Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Global Note to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Issuers nor any Affiliate of the Issuers has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the Issuers; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Issuers nor any Affiliate of the Issuers has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the Issuers; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuers)above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the first anniversary of the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the first anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the Issuers; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, certificate referred to in clause paragraph (y) of paragraph ‎(ii) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) aboveprocedures, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the first anniversary of the original date of issuance of such Restricted Security; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the first anniversary of the original date of issuance of such Restricted Security or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date of transfer and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date of transfer and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security an Initial Note to any Institutional Accredited Investor which that is not neither a QIBQIB nor a Non-U.S. Person: (i) the The Registrar shall register the transfer or exchange of any Restricted Security, Initial Note (whether or not such Note bears bearing the Private Placement Restricted Legend), only if (A) the requested transfer Indenture occurs after the expiration of the holding period applicable to sales of the Notes under Rule 144(k) under the Securities Act, or (B) (1) the proposed transferee has delivered to the Registrar a certificate letter substantially in the form of Exhibit EXHIBIT C hereto hereto, and any (2) the aggregate principal amount of the Notes being transferred is at least $100,000, and, in the case of clause (A) or (B) of this Section 2.6(a)(i), the proposed transferor shall have furnished to the Trustee and, if requested, to the Company, such certifications, legal opinions and certifications or other information as may be reasonably required by the Trustee and or the Issuers;Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Except as provided in the foregoing sentence, the Registrar shall not register the transfer of any Note to any Institutional Accredited Investor that is neither a QIB nor a Non-U.S. Person; and (ii) if If the proposed transferee transferor is or is acting through an Agent Member holding a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an beneficial interest in the IAI a Global Initial Note, upon receipt by the Registrar Registrar, the Trustee and the Company, as applicable, of (A) the Physical Note documents, if any, required by paragraph (i) and (xB) written instructions given in accordance with the Depository’s DTC's and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers)'s procedures, the Registrar shall register the transfer or exchange and reflect on its books and records the date of the transfer and direct the Depository to increase a decrease in the principal amount of the IAI such Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI Global Initial Note in an amount equal to the principal amount of the beneficial interest in such Global Initial Note to be transferred transferred, and the Company shall execute and the Trustee shall authenticate and deliver to the transferor or exchangedat its direction, one or more Restricted Definitive Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Note constituting a Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the transferee is not an Affiliate of the Company and the requested transfer is after the second anniversary of the later of (a) the Issue Date and (b) the last date on which the Company or an Affiliate of the Company was the owner of such Note (or any predecessor security) or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit EXHIBIT C hereto and any such other information or legal opinions and certifications as may be reasonably required by that the Trustee and or the IssuersCompany may reasonably require in order to confirm that such transfer is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act; (ii) if the proposed transferee is a Participant an Agent Member and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the appropriate certificate, if requiredany, referred to in required by clause (y) of paragraph ‎(i(i) above (above, together with any required legal opinions and any legal opinion or other certifications required by the Issuers)certifications, the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar Trustee shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant an Agent Member seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the appropriate certificate, if requiredany, referred to in required by clause (y) of paragraph ‎(i(i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Global Note to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i1) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the first anniversary of the original date of issuance of such Note (or until an earlier transfer if (i) such Note is transferred following the six-month anniversary of the original date of issuance of such Note in accordance with this Indenture and (ii) the Issuer has at the time of such transfer filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve-month period preceding the date of transfer), provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the first anniversary of the original date of issuance of such Note (or until an earlier transfer if (i) such Note is transferred following the six-month anniversary of the original date of issuance of such Note in accordance with this Indenture and (ii) the Issuer has at the time of such transfer filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve-month period preceding the date of transfer) (it being understood that the Registrar shall have no responsibility to confirm whether the Issuer or its Affiliates so held any beneficial interest in such Note, or portion thereof, during such time), or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii2) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion opinions or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date of transfer and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar or Trustee shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii3) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) aboveabove (and any legal opinions or other certifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date of transfer and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted an Offered Security of any series to any Institutional Accredited Investor which is not a QIB:QIB (excluding Non-U.S. Persons): (i) the Registrar The Trustee shall register the transfer or exchange of any Restricted SecurityOffered Security of such series, whether or not such Note Offered Security bears the Private Placement Legend, if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act or (y) the proposed transferee has delivered to the Registrar Trustee (A) a certificate substantially in the form of Exhibit C hereto to the Fourth Supplemental Indenture and any legal opinions and certifications as may be reasonably required (B) if requested by the Trustee Issuer, an opinion of counsel reasonably acceptable to the Issuer to the effect that the transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, if the Offered Security to be transferred consists of either a Regulation S Physical Security prior to the removal of the Private Placement Legend, an interest in a Regulation S Global Security prior to the removal of the Private Placement Legend, a U.S. Physical Security or a 144A Global Security, the proposed transferor shall have checked the box provided for on the form of such Offered Security, or shall have otherwise advised the Issuer and the Issuers;Trustee in writing, that the transfer is being been made to an Institutional Accredited Investor purchasing for its own account, or for the account of another Institutional Accredited Investor, in a minimum principal amount of $250,000 of Offered Securities of such series; and (ii) Subject to paragraph (c) of this Section 2.13, if the proposed transferee transferor is an Agent Member holding a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an beneficial interest in the IAI a Global NoteOffered Security of such series, upon receipt by the Registrar Trustee of the Physical Note and (x) written the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository’s Depositary's and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers)Trustee's procedures, the Registrar Trustee shall register the transfer or exchange and reflect on its books book and records the date and direct the Depository to increase a decrease in the principal amount of the IAI such Global Note in an amount equal to the principal amount Offered Security of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from which such interests are to be transferred or exchanged series in an amount equal to the principal amount of the Notes beneficial interest in such Global Offered Security of such series to be transferred transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or exchanged more U.S. Physical Securities of like tenor and (B) direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest to be transferred or exchangedamount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Issuers nor any Affiliate of the Issuers has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the Issuers; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuers)above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount at maturity of the IAI Global Note in an amount equal to the principal amount at maturity of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount at maturity of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount at maturity of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount at maturity of the IAI Global Note in an amount equal to the principal amount at maturity of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Note constituting a Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the transferee is not an Affiliate of the Company and the requested transfer is after the second anniversary of the later of (a) the Issue Date and (b) the last date on which the Company or an Affiliate of the Company was the owner of such Note (or any predecessor security) or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit EXHIBIT C hereto and any such other information or legal opinions and certifications as may be reasonably required by that the Trustee and or the IssuersCompany may reasonably require in order to confirm that such transfer is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act; (ii) if the proposed transferee is a Participant an Agent Member and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the appropriate certificate, if requiredany, referred to in required by clause (y) of paragraph ‎(i(i) above (above, together with any required legal opinions and any legal opinion or other certifications required by the Issuers)certifications, the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchangedtransferred, and the Registrar Trustee shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant an Agent Member seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the appropriate certificate, if requiredany, referred to in required by clause (y) of paragraph ‎(i(i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Global Note to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Transfer Restricted Security to any Institutional Accredited Investor which that is not a QIB:QIB (other than any Person that is not a U.S. Person, a "Foreign Person"): (i) the Registrar shall register the transfer or exchange of any Restricted SecurityNote, whether or not such Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later of the Issue Date of the Notes and (B) the proposed transferee has certified to the Registrar that the requested transfer is at least two years after last date on which such Note was held by an Affiliate of the Company, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit C E hereto and any (B) such certifications, legal opinions and certifications other information as may be reasonably required by the Trustee and the IssuersCompany may reasonably request to confirm that such transaction is in compliance with the Securities Act; (ii) if the proposed transferee is a Participant an Agent Member and the Notes to be transferred or exchanged consist of Physical Certificated Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Certificated Note and (x) written instructions given in accordance with the Depository’s Depositary's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuers)above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Certificated Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Certificated Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant an Agent Member seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s Depositary's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Notes to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer or exchange is after the first anniversary of the date of issuance of such Note; provided, however, that neither the Issuers nor any Affiliate of the Issuers has held any beneficial interest in such Note (and the Company shall provide an Officer’s Certificate to the Trustee if the Issuers or an Affiliate thereof has acquired such a beneficial interest in such Note), or portion thereof, at any time on or prior to the first anniversary of the date of issuance of such Note; or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuers; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to decrease the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest to be transferred or exchanged.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Note Registrar shall register the transfer or exchange of any Note constituting a Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the date which is three years after the initial issuance of the Initial Notes, (y) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Note Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required by or (z) the Trustee and the Issuers;Note Registrar have received both an Opinion of Counsel and an Officers' Certificate directing transfer without a Private Placement Legend; and (ii) if the proposed transferee transferor is an Agent Member holding a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an beneficial interest in the IAI a Global Note, upon upon, receipt by the Note Registrar of the Physical Note and (x) written the certificate, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depository’s 's and the Note Registrar’s procedures and 's procedures, (ya) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Note Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (Aif the transfer does not involve a transfer of outstanding Certificated Notes) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI a Global Note in an amount equal to the principal amount of the beneficial interest in a Global Note to be transferred transferred, and (b) the Company shall execute and the Trustee shall authenticate upon receipt of a written order of the Company signed by its Chief Executive Officer, President or exchangeda Vice President and deliver one or more Certificated Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security an Initial Note to any Institutional Accredited Investor IAI which is not a QIB:QIB (excluding Non-U.S. Persons): (i) the The Registrar shall register the transfer or exchange of any Restricted Security, whether Initial Note if (x) the requested transfer is at least two years after the original issue date of the Initial Note or not such Note bears the Private Placement Legend, if (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of set forth in Exhibit C hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuers;D. (ii) if If the proposed transferee is a Participant an Agent Member, and the Notes Initial Note to be transferred or exchanged consist consists of U.S. Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a QIB Global Note, upon receipt by the Registrar of (x) written the document, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) abovetherefor, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct an increase in the Depository to decrease the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal Principal amount of the IAI Global Note in an amount equal to (x) the principal Principal amount of the U.S. Physical Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or (y) the amount at maturity of the beneficial interest in the QIB Global Note to be so transferred (in which case the Registrar shall reflect on its books and records the date and an appropriate decrease in the Principal amount of the QIB Global Note). (iii) If the proposed transferee is entitled to receive a U.S. Physical Note as provided in Section 2.12 and the proposed transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date and a decrease in the Principal amount of such U.S. Global Note in an amount equal to the Principal amount of the beneficial interest in such U.S. Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like tenor and amount. (iv) If the Initial Note to be transferred consists of U.S. Physical Notes and the proposed transferee is entitled to receive a U.S. Physical Note as provided in Section 2.12, upon receipt by the Registrar of the document, if any, required by paragraph (i), the Registrar shall register such transfer and the Company shall execute, and the Trustee shall authenticate and deliver, one or exchangedmore U.S. Physical Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Note constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Note Registrar shall register the transfer or exchange of any Note constituting a Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the date which is two years after the initial issuance of the Initial Notes, (y) in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Note Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required by or (z) the Trustee and the Issuers;Note Registrar have received both an Opinion of Counsel and an Officers' Certificate directing transfer without a Private Placement Legend; and (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is an Agent Member holding a Participant seeking to transfer or exchange an beneficial interest in a Global Note, upon receipt by the Note Registrar of (x) written the certificate, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depository’s 's and the Note Registrar’s procedures and 's procedures, whereupon (ya) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Note Registrar shall register the transfer or exchange and reflect on its books and records the date and (Aif the transfer does not involve a transfer of outstanding Certificated Notes) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI a Global Note in an amount equal to the principal amount of the beneficial interest in a Global Note to be transferred transferred, and (b) the Company shall execute and the Trustee shall authenticate upon receipt of a written order of the Company signed by its Chief Executive Officer, President or exchangeda Vice President and deliver one or more Certificated Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following additional provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security an Initial Note to any Institutional Accredited Investor which is not a QIB: (i) the Registrar or co-Registrar shall register the transfer or exchange of any Restricted SecurityInitial Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Notes thereunder or (y) the proposed transferee has delivered to the Registrar or co-Registrar a certificate substantially in the form of Exhibit C D hereto and any legal opinions and certifications as may be reasonably required by the Trustee and the Issuersthereby; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant an Agent Member seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar or co- Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's or co-Registrar's procedures and (y) the appropriate certificate, if requiredany, referred to in required by clause (y) of paragraph ‎(i(i) above, together with any required legal opinions and certifications, the Registrar or co- Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase Company shall execute, each Subsidiary Guarantor, if any, shall execute a notation on and, upon a Company Order, the Trustee shall authenticate Physical Notes in a principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Global Note to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Note constituting a Restricted Security to any institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) (an “Accredited Investor” or an “Institutional Accredited Investor Investor”) which is not a QIB:QIB (excluding Non-U.S. Persons): (i1) the Registrar shall register the transfer or exchange of any Note constituting a Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C D hereto and, at the option of the Issuers, the proposed transferee has delivered to the Registrar and any the Issuers an Opinion of Counsel acceptable to the Issuers that such transfer is in compliance with the Securities Act and such other certifications, legal opinions and certifications as or other information that the Issuers may be reasonably required by request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the Trustee and registration requirements of the Issuers;Securities Act; and (ii2) if the proposed transferee transferor is an Agent Member holding a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an beneficial interest in the IAI U.S. Global Note, the Registrar shall register the transfer of any Note constituting a Restricted Security, whether or not such Note bears a Private Placement Legend upon receipt by the Registrar of the Physical Note and (x) written the certificate, if any, required by paragraph (1) above and (y) instructions given in accordance with the Depository’s and the Registrar’s procedures and procedures, whereupon (ya) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above (and any legal opinion or other certifications required by the Issuers), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to increase the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (Aif the transfer does not involve a transfer of outstanding U.S. Physical Notes) direct the Depository to a decrease in the principal amount of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the IAI applicable U.S. Global Note in an amount equal to the principal amount of the beneficial interest in such U.S. Global Note to be transferred transferred, and (b) the Issuers shall execute and the Trustee shall authenticate and make available for delivery one or exchangedmore U.S. Physical Notes of like tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note Security bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersCompany; (ii) if the proposed transferee is a Participant and the Notes Securities to be transferred or exchanged consist of Physical Notes Securities which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note Security and (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of Physical Notes Securities to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes Securities so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global NoteSecurity, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount of the Global Note Security from which such interests are to be transferred or exchanged in an amount equal to the principal amount of the Notes Securities to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount of the IAI Global Note in an amount equal to the principal amount of the interest Securities to be transferred or exchangedtransferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Restricted Security to any Institutional Accredited Investor which is not a QIB: (i) the Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit C hereto and any legal opinions and certifications as may be reasonably required requested by the Trustee and the IssuersIssuer; (ii) if the proposed transferee is a Participant and the Notes to be transferred or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above (and any legal opinion or other certifications required by the Issuerscertifications), the Registrar shall register the transfer or exchange and reflect on its books and records the date and direct the Depository to an increase in the principal amount at maturity of the IAI Global Note in an amount equal to the principal amount at maturity of Physical Notes to be transferred or exchangedtransferred, and the Registrar shall cancel the Physical Notes so transferred or exchangedtransferred; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s 's and the Registrar’s 's procedures and (y) the certificate, if required, referred to in clause (y) of paragraph ‎(i(i) above, the Registrar shall register the transfer or exchange and reflect on its books and records the date and (A) direct the Depository to a decrease in the principal amount at maturity of the Global Note from which such interests are to be transferred or exchanged in an amount equal to the principal amount at maturity of the Notes to be transferred or exchanged and (B) direct the Depository to an increase in the principal amount at maturity of the IAI Global Note in an amount equal to the principal amount at maturity of the interest Notes to be transferred or exchangedtransferred.