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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"): (i) the Registrar shall register the transfer of any Note, 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 E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security Certificate to any Institutional Accredited Investor that which is not neither a QIB (other than any Person that is not nor a Non-U.S. Person as defined under Regulation S, a "Foreign Person"):: (i) the The Registrar shall register the transfer of any NoteCertificate, whether or not such Note bears bearing the Private Placement Restricted Legend, only if (x) (A) the requested transfer is at least two years after the later of the Issue Date original issue date of the Notes Certificates 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 Certificate was held by an Affiliate of the Company, the Trustee or any affiliate of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar (A) a certificate letter substantially in the form of Exhibit E B hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (B) such certificationsy), legal opinions and other information as the Trustee and Registrar shall not register the Company may reasonably request transfer of any Certificate to confirm that such transaction any Institutional Accredited Investor which is in compliance with the Securities Act; andneither a QIB nor a Non-U.S. Person. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the a Restricted Global NoteCertificate, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of the such Restricted Global Note Certificate in an amount equal to the principal amount of the beneficial interest in the such Restricted Global Note Certificate to be transferred, and the Company Trustee shall execute, and the Trustee shall authenticate and deliverdeliver to the transferor or at its direction, one or more Certificated Notes Restricted Definitive Certificates 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 of a Transfer Restricted Security Certificate to any Institutional Accredited Investor that which is not neither a QIB (other than any Person that is not nor a Non-U.S. Person as defined under Regulation S, a "Foreign Person"):: (i) the The Registrar shall register the transfer of any NoteCertificate, whether or not such Note bears bearing the Private Placement Restricted Legend, only if (x) (A) the requested transfer is at least two years after the later of the Issue Date original issue date of the Notes Certificates 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 Certificate was held by an Affiliate of the Company, the Trustee or any affiliate of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar (A) a certificate letter substantially in the form of Exhibit E C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (B) such certificationsy), legal opinions and other information as the Trustee and Registrar shall not register the Company may reasonably request transfer of any Certificate to confirm that such transaction any Institutional Accredited Investor which is in compliance with the Securities Act; andneither a QIB nor a Non-U.S. Person. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the a Restricted Global NoteCertificate, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of the such Restricted Global Note Certificate in an amount equal to the principal amount of the beneficial interest in the such Restricted Global Note Certificate to be transferred, and the Company Trustee shall execute, and the Trustee shall authenticate and deliverdeliver to the transferor or at its direction, one or more Certificated Notes Restricted Definitive Certificates 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"): (i) the Registrar shall register the transfer of any Note, 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 in writing to the Registrar that the requested transfer is at least two years after the later of (A) the Issue Date of the Notes and (B) the last date on which such Note was held by any Notes were acquired from an Affiliate of the CompanyCompany and has delivered legal opinions and such other information as the Trustee and the Company may reasonably require, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, documents required by clause (i) ), and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of an Equipment Note (other than a Transfer Restricted Security Regulation S Temporary Book-Entry Note) or any interest therein to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Note Registrar shall register the transfer of any Equipment Note, whether or not such Equipment 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 Note Registrar (A) a certificate substantially in the form of Exhibit E B hereto and (B) such certifications, legal opinions and other information as an Opinion of Counsel acceptable to the Trustee and the Company may reasonably request to confirm Issuer that such transaction transfer is in compliance with the Securities Act; and. (ii) if If the proposed transferor is an Agent Member a Direct Participant holding a beneficial interest in the Global 144A Book-Entry Note, upon receipt by the Note Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's DTC’s and the Note Registrar's ’s procedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global 144A Book-Entry Note in an amount equal to the principal amount of the beneficial interest in the Global 144A Book-Entry Note to be transferred, and the Company Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, one or more Certificated 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 of an Equipment Note (other than a Transfer Restricted Security Regulation S Temporary Book-Entry Note) or any interest therein to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Note Registrar shall register the transfer of any Equipment Note, whether or not such Equipment 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 Note Registrar (A) a certificate substantially in the form of Exhibit E C hereto and (B) such certifications, legal opinions and other information as an Opinion of Counsel acceptable to the Trustee and the Company may reasonably request to confirm Issuer that such transaction transfer is in compliance with the Securities Act; and. (ii) if If the proposed transferor is an Agent Member a Direct Participant holding a beneficial interest in the Global 144A Book-Entry Note, upon receipt by the Note Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's DTC’s and the Note Registrar's ’s procedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global 144A Book-Entry Note in an amount equal to the principal amount of the beneficial interest in the Global 144A Book-Entry Note to be transferred, and the Company Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, one or more Certificated 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "“Foreign Person"”): (i) the Registrar shall register the transfer of any Note, 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 in writing to the Registrar that the requested transfer is at least two years after the later of (A) the Issue Date of the Notes and (B) the last date on which such Note was held by any Notes were acquired from an Affiliate of the CompanyCompany and has delivered legal opinions and such other information as the Trustee and the Company may reasonably require, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, documents required by clause (i) ), and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security Note (other than a Temporary Regulation S Global Note) to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Registrar shall register the transfer of any Note, 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 E hereto and K hereto, (B) such certifications, legal opinions and other information as an Opinion of Counsel acceptable to the Trustee and the Company may reasonably request to confirm Issuer that such transaction transfer is in compliance with the Securities Act; and, (C) a Confidentiality Agreement duly executed by such transferee, and (D) so long as the License Agreement has not been terminated, appropriate certification that such transferee is not engaged in, and is not an Affiliate of a Person engaged in, the business of developing, manufacturing or marketing pharmaceutical or diagnostic products. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Permanent Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) ), including the Confidentiality Agreement, and (y) instructions given in accordance with the Depositary's DTC’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Permanent Global Note in an amount equal to the principal amount of the beneficial interest in the Permanent Global Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Certificated 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 of a Transfer Restricted Security Certificate to any Institutional Accredited Investor that which is not neither a QIB (other than any Person that is not nor a Non-U.S. Person as defined under Regulation S, a "Foreign Person"):: (i) the The Registrar shall register the transfer of any NoteCertificate, whether or not such Note bears bearing the Private Placement Restricted Legend, only if (x) (A) the requested transfer is at least two years after the later of the Issue Date original issue date of the Notes Certificates 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 Certificate was held by an Affiliate of the Company, the Trustee or any affiliate of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar (A) a certificate letter substantially in the form of Exhibit E B hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (B) such certificationsy), legal opinions and other information as the Trustee and Registrar shall not register the Company may reasonably request transfer of any Certificate to confirm that such transaction any Institutional Accredited Investor which is in compliance with the Securities Act; andneither a QIB nor a Non-U.S. Person. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the a Restricted Global NoteCertificate, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of the such Restricted Global Note Certificate in an amount equal to the 29 -24- principal amount of the beneficial interest in the such Restricted Global Note Certificate to be transferred, and the Company Trustee shall execute, and the Trustee shall authenticate and deliverdeliver to the transferor or at its direction, one or more Certificated Notes Restricted Definitive Certificates 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 of a Transfer Restricted Security an Initial Note to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (i) the Registrar shall register the transfer of any Initial Note, whether or not such Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later 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 of and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial 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, thereunder or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E C hereto and (B) such certifications, any legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andcertifications required thereby; (ii) if the proposed transferor is an Agent Member holding a beneficial seeking to transfer an interest in the a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the documentsDepository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and (y) instructions given in accordance with the Depositary's and the Registrar's procedurescertifications, the Registrar shall register the transfer and reflect on its books and records the date and a decrease in the principal amount at maturity of the Global Note from which such interests are to be transferred in an amount equal to the principal amount at maturity of the beneficial interest Notes to be transferred and the Company shall execute and upon a Company Order, the Trustee shall authenticate Physical Notes in a principal amount equal to the principal amount of the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security an Initial Note to any Institutional Accredited Investor that institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (i) the The Note Registrar shall register the transfer of any Initial Note, whether or not such Initial Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later original issue date 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 Initial Note was held by an Affiliate of the Company, or (y) the proposed transferee has delivered to the Note Registrar (A) a certificate substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is set forth in compliance with the Securities Act; andSection 308. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Note Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's and the Note Registrar's proceduresprocedures therefor, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security Certificate to any Institutional Accredited Investor that which is not neither a QIB (other than any Person that is not nor a Non-U.S. Person as defined under Regulation S, a "Foreign Person"):: (i) the The Registrar shall register the transfer of any NoteCertificate, whether or not such Note bears bearing the Private Placement Restricted Legend, only if (x) (A) the requested transfer is at least two years after the later of the Issue Date original issue date of the Notes Certificates 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 Certificate was held by an Affiliate of the Company, the Trustee or any affiliate of any of such Persons or (y) the proposed transferor is an Initial Purchaser who is transferring Certificates purchased under the Certificates Purchase Agreement and the proposed transferee has delivered to the Registrar (A) a certificate letter substantially in the form of Exhibit E C hereto and the aggregate principal amount of the Certificates being transferred is at least $100,000. Except as provided in the foregoing clause (B) such certificationsy), legal opinions and other information as the Trustee and Registrar shall not register the Company may reasonably request transfer of any Certificate to confirm that such transaction any Institutional Accredited Investor which is in compliance with the Securities Act; andneither a QIB nor a Non-U.S. Person. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the a Restricted Global NoteCertificate, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in 30 -25- accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of the such Restricted Global Note Certificate in an amount equal to the principal amount of the beneficial interest in the such Restricted Global Note Certificate to be transferred, and the Company Trustee shall execute, and the Trustee shall authenticate and deliverdeliver to the transferor or at its direction, one or more Certificated Notes Restricted Definitive Certificates 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 of a Transfer Restricted Security an Initial Note to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (i) the Registrar shall register the transfer of any Initial Note, whether or not such Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later 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 of and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial 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, thereunder or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E C hereto and (B) such certifications, any legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andcertifications required thereby; (ii) if the proposed transferor is an Agent Member holding a beneficial seeking to transfer an interest in the a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the documentsDepository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and (y) instructions given in accordance with the Depositary's and the Registrar's procedurescertifications, the Registrar shall register the transfer and reflect on its books and records the date and a decrease in the principal amount of the Global Note from which such interests are to be transferred in an amount equal to the principal amount of the beneficial interest Notes to be transferred and the Company shall execute and upon a Company Order, the Trustee shall authenticate Physical Notes in a principal amount equal to the principal amount of the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "“Foreign Person"”): (i) the Registrar shall register the transfer of any Note, 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 in writing to the Registrar that the requested transfer is at least two years after the later of (A) the Issue Date of the Notes and (B) the last date on which such Note was held by any Notes were acquired from an Affiliate of the CompanyCompany and has delivered legal opinions and such other information as the Trustee and the Company may reasonably require, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E hereto D and (B) such certifications, legal opinions and other information as the Trustee Trustee, the Registrar and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, documents required by clause (i) ), and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"): (i) the Registrar shall register the transfer of any Note, 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 the last date on which such Note was held by an Affiliate of the CompanyIssuer, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E D hereto and (B) such certifications, legal opinions and other information as the Issuer (or the Trustee and at the Company direction of the Issuer) may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the a Global Note, after consummation of the Exchange Offer and upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the such Global Note in an amount equal to the principal amount of the beneficial interest in the such Global Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate 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 of an Equipment Note (other than a Transfer Restricted Security Regulation S Temporary Book-Entry Note) or any interest therein to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Note Registrar shall register the transfer of any Equipment Note, whether or not such Equipment 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 Note Registrar (A) a certificate substantially in the form of Exhibit E B hereto and (B) such certifications, legal opinions and other information as an Opinion of Counsel acceptable to the Trustee and the Company may reasonably request to confirm Issuer that such transaction transfer is in compliance with the Securities Act; and. (ii) if If the proposed transferor is an Agent Member a Direct Participant holding a beneficial interest in the Global 144A Book-Entry Note, upon receipt by the Note Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the DepositaryDTC's and the Note Registrar's procedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global 144A Book-Entry Note in an amount equal to the principal amount of the beneficial interest in the Global 144A Book-Entry Note to be transferred, and the Company Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, one or more Certificated 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 of a Transfer Restricted Security Note or a beneficial interest to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Registrar shall register the transfer of any Note, whether or not such Restricted 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 E B hereto and (B) such certificationsif the aggregate principal amount of the Notes being transferred is less than $100,000, legal opinions an opinion of counsel acceptable to the Company and other information as the Trustee and the Company may reasonably request to confirm that such transaction transfer is in compliance with the Securities Act; and. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global NoteNotes, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) above and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Restricted Global Note Notes in an amount equal to the principal amount of the beneficial interest in the Restricted Global Note Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Restricted 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person Person, as defined under Regulation S, a "“Foreign Person"”): (i) the Registrar shall register the transfer of any Note, 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 E D(2) hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company Issuer may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books the Schedule of Increases and records Decreases the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and an increase in the Company shall executeprincipal amount of the IAI Global Notes in an amount equal to the principal amount of the certificated Notes or the interest in the Rule 144A Global Note or the Regulation S Global Note to be transferred, and the Trustee shall authenticate and delivercancel the certificated Notes or decrease the amount of the Rule 144A Global Note or the Regulation S Global Note, one or more Certificated Notes of like tenor and amountas the case may be, so transferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"): (ia) the The Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least two (2) 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 (2) years after the 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 E D hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (iib) if If the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security an Initial Note to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Security Registrar shall register the transfer of any Initial Note, 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 time period referred to in Rule 144(k) under the Issue Date of the Notes and (B) the proposed transferee has certified Securities Act as in effect with respect to the Registrar that the requested such 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 Security Registrar (A) a certificate substantially in the form of Exhibit E D hereto and (B) if the aggregate principal amount of the Notes being transferred is less than $100,000 at the time of such certificationstransfer, legal opinions and other information as the Trustee and an opinion of counsel acceptable to the Company may reasonably request to confirm that such transaction transfer is in compliance with the Securities Act; and. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Note, upon receipt by the Security Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person Person, as defined under Regulation S, a "Foreign Person"): (i) the Registrar shall register the transfer of any Note, 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 the 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 E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted an Initial Security to any Institutional Accredited Investor that institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) which is not a QIB (other than any Person that is not a U.S. Person qualified institutional buyer, as defined in Rule 144A under Regulation S, the Securities Act (a "Foreign PersonQIB"):), excluding Non-U.S. Persons: (i) the The Registrar shall register the transfer of any NoteInitial Security, whether or not such Note Initial Security bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later of the Issue Date original issue date of the Notes Initial Securities 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 security was held by an Affiliate of the Company, Company or its Affiliates or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andC hereto. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global NoteSecurity, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's and the Registrar's proceduresprocedures therefor, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Note Security in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Notes U.S. Physical Certificates 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 of an interest in a Transfer Restricted Security to any Institutional Accredited Investor that IAI which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):consistent with the Private Placement Legend: (i) the The Security Registrar shall register the transfer of any NoteSecurity, whether or not such Note Security bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later of the Issue Date of date such Security was issued and 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 the Company or any of its Affiliates was the owner of such Note was held by an Affiliate of the Company, Security or (y) the proposed transferor has delivered to the Security Registrar a certificate substantially in the form set forth in Exhibit A hereto and the proposed transferee has delivered to the Security Registrar (A) a certificate substantially in the form of set forth in Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andB hereto. (ii) if If the proposed transferor is an Agent Member a participant of the Depositary holding a beneficial interest in the a Rule 144A Global NoteSecurity seeking to transfer a Restricted Definitive Security to another Person, upon receipt by the Security Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the such Rule 144A Global Note Security in an amount equal to the principal amount of the beneficial interest in the such Rule 144A Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Notes Restricted Definitive Securities of like tenor and amount. (iii) An IAI which is not a QIB shall only hold Restricted Definitive Securities.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Security an Initial Note to any Institutional Accredited Investor that IAI which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Registrar shall register the transfer of any Note, whether or not such Initial Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least after the date that is two years after the later of the Issue Date of and 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 the Company or any of its Affiliates was the owner of such Initial Note was held by an Affiliate of (such later date, the Company, "Resale Restriction Termination Date") or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of set forth in Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andC. (ii) if If the proposed transferee is entitled to receive a definitive Note as provided in Section 2.15 and the proposed transferor is an Agent Member holding a beneficial interest in the a Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's and the Registrar's proceduresprocedures therefor, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the such Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the such Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated definitive Notes of like tenor and amount. (iii) If the Initial Note to be transferred consists of definitive Notes and the proposed transferee is entitled to receive a definitive Note as provided in Section 2.15, 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 more 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 of a Transfer Restricted Security Note to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Registrar shall register the transfer of any Note, 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 transferor certifies that the requested transfer is at least two years after last date on which such Note was held by an Affiliate of the Company, time period referred to in Rule 144(k) under the Securities Act or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E C hereto and (B) such certificationsif the aggregate Accreted Value of the Notes at the time of transfer is less than $100,000, legal opinions and other information as an opinion of counsel acceptable to the Trustee and the Company may reasonably request to confirm Obligors that such transaction transfer is in compliance with the Securities Act; and. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global NoteNotes, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) above and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Note Notes in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Note Notes to be transferred, and the Company Obligors shall execute, and the Trustee shall authenticate and deliver, one or more Certificated 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign PersonFOREIGN PERSON"): (i) the The Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least two three 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 three 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 E D hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (i) the Registrar shall register the transfer of any NoteSecurity, whether or not such Note Security bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later of the Issue Resale Restriction Termination 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 E C hereto and (B) such certifications, any legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andcertifications required thereby; (ii) if the proposed transferor is an Agent Member holding a beneficial seeking to transfer an interest in the a Global NoteSecurity, upon receipt by the Registrar of (x) written instructions given in accordance with the documentsDepository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and (y) instructions given in accordance with the Depositary's and the Registrar's procedurescertifications, the Registrar shall register the transfer and reflect on its books and records the date and a decrease in the principal amount of the Global Note Security from which such interests are to be transferred in an amount equal to the principal amount of the beneficial interest in the Global Note Securities to be transferred, transferred and the Company shall executeexecute and upon a Company Order, and the Trustee shall authenticate and deliver, one or more Certificated Notes Physical Securities in a principal amount equal to the principal amount of like tenor and amountthe Global Security to be transferred.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign PersonFOREIGN PERSON"): (i) the Registrar shall register the transfer of any Note, 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 E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "“Foreign Person"”): (i) the Registrar shall register the transfer of any Note, 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 the last date on which such Note was held by an Affiliate of the CompanyIssuers, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Issuers (or the Trustee and at the Company direction of the Issuers) may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security Debenture to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Registrar shall register the transfer of any NoteDebenture, whether or not such Note Debenture bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later of time period referred to in Rule 144(k) under the Issue Date of the Notes and (B) the proposed transferee has certified Securities Act as in effect with respect to the Registrar that the requested such 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 E C hereto and (B) if the aggregate principal amount of the Debentures being transferred is less than $100,000 at the time of such certificationstransfer, legal opinions and other information as the Trustee and an opinion of counsel acceptable to the Company may reasonably request to confirm that such transaction transfer is in compliance with the Securities Act; and. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global NoteDebenture, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Note Debenture in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Notes U.S. Physical Debentures 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 of a Transfer Restricted an Initial Security to any Institutional Accredited Investor that an "ACCREDITED INVESTOR" which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (i) the The Security Registrar shall register the transfer of any Note, Initial Security whether or not such Note Initial Security bears the Private Placement Restricted Securities Legend, if (x) (A) the requested transfer is at least two years after the later original issue date of the Issue Date Initial Securities to a Person who is not an affiliate (as defined in Rule 144) of the Notes and Company (Bor subsequent transfer date by any such affiliate) 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 Security Registrar (A) a certificate substantially in the form of set forth in Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andA. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Global NoteSecurity, upon receipt by the Security Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note to be Security transferred, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Certificated Notes Physical Securities 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 of a Transfer Note constituting a Restricted Security to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Registrar shall register the transfer of any Note, 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 time period referred to in Rule 144(k) under the Issue Date of the Notes and (B) the proposed transferee has certified Securities Act as in effect with respect to the Registrar that the requested such 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 E Appendix A hereto and (B) such certifications, legal opinions and other information as the Trustee and an opinion of counsel acceptable to the Company may reasonably request to confirm that such transaction transfer is in compliance with the Securities Act; and. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the a Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) above and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation SS (such Non-U.S. Person, a "“Foreign Person"”)): (i) the Registrar shall register the transfer of any Note, 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 E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security Note to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (i) the Registrar shall register the transfer of any Note, 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 Resale Restriction Termination 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 E C hereto and (B) such certifications, any legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andcertifications required thereby; (ii) if the proposed transferor is a Participant seeking to transfer an Agent Member holding a beneficial interest in the a Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) written instructions given in accordance with the Depositary's and the Registrar's proceduresprocedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and a decrease in the principal amount of the Global Note from which such interests are to be transferred in an amount equal to 143 31 the principal amount of the Notes to be transferred and the Company shall execute and upon the order of the Company accompanied by an Officers' Certificate, the Trustee shall authenticate Definitive Notes in a principal amount equal to the principal amount of the beneficial interest in the Global Note Notes to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security Note to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Note Registrar shall register the transfer of any Note, 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) (A) the requested transfer is at least two years after proposed transferor has delivered to the later Note Registrar a certificate substantially in the form of Exhibit C- 1 hereto; and if required by paragraph (d) thereof an Opinion of Counsel to the Issue Date of the Notes effect set forth therein 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 Note Registrar (A) a certificate substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andC- 2 hereto. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Note or Offshore Global Note, upon receipt by the Note Registrar of (x) the documents, if any, required by clause paragraph (ii)(y) and (y) instructions given in accordance with the Depositary's and the Note Registrar's procedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Note or Offshore Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note or Offshore Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated U.S. Physical Notes of like tenor and amountor Offshore Physical Notes, as the case may be.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"): (i) (i) the Registrar shall register the transfer of any Note, 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 E hereto D and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Security constituting a Restricted Security to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (ia) the Registrar shall register the transfer of any NoteSecurity constituting a Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later third anniversary 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) 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) a certificate letter substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities ActC hereto; and (iib) if the proposed transferor is an Agent Member holding a beneficial interest in the Global NoteSecurity, upon 634606.8 24 receipt by the Registrar of (x) the documentscertificate, if any, required by clause paragraph (ia) above and (y) written instructions given in accordance with the DepositaryDepository's and the Registrar's procedures, whereupon (i) the Registrar shall reflect on its books and records the date and if the transfer does not involve a transfer of outstanding Physical Securities) a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and (ii) the Company Corporation shall execute, execute and the Trustee shall authenticate and deliver, deliver one or more Certificated Notes Physical Securities 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "“Foreign Person"”): (i) the Registrar shall register the transfer of any Note, 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 E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company Issuers may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security Senior Note to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (i) the The Security Registrar shall register the transfer of any Senior Note, whether or not such Senior Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later of time period referred to in Rule 144(k) under 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, Securities Act or (y) the proposed transferee has delivered to the Security Registrar (A) a certificate Bond Power substantially in the form of included in Exhibit E A hereto and (B) such certifications, legal opinions and other information as if the Trustee and aggregate principal amount --------- of the Company may reasonably request to confirm that such transaction Senior Notes being transferred is in compliance with the Securities Act; andnot less than $100,000. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Global NoteNotes, upon receipt by the Security Registrar of (x) the documents, if any, required by clause paragraph (i) above and (y) instructions given in accordance with the DepositaryDTC's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note Notes in an amount equal to the principal amount of the beneficial interest in the Global Note Notes to be transferred, and the Company Operating Partnership shall execute, and the Trustee shall authenticate and deliver, one or more Certificated 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "“Foreign Person"”): (i) the Registrar shall register the transfer of any Note, 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 CompanyIssuers, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company Issuers may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security Note (other than a Temporary Regulation S Global Note) to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Registrar shall register the transfer of any Note, 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 E hereto and F hereto, (B) such certifications, legal opinions and other information as an Opinion of Counsel acceptable to the Trustee and the Company may reasonably request to confirm Issuer that such transaction transfer is in compliance with the Securities Act; and, and (C) a Confidentiality Agreement duly executed by such transferee. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Permanent Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) ), including the Confidentiality Agreement, and (y) instructions given in accordance with the DepositaryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Permanent Global Note in an amount equal to the principal amount of the beneficial interest in the Permanent Global Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Certificated 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"): (i) the The Registrar shall register the transfer of any Note, 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 E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security such Debenture to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (i) the The Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement LegendDebenture, if (x) (A) the requested transfer is at least two three years after the later of the Issue Date original issue date of the Notes Debentures 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 Debenture was held by an Affiliate of the Company, Company or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of the Institutional Accredited Investor Certificate set forth in Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andhereto. (ii) if If the proposed transferor is an agent member of the Depositary (an "Agent Member Member"), holding a beneficial interest in the Restricted Global NoteDebenture, upon receipt by the Registrar of (xA) the documents, if any, required by clause (y) of paragraph (i) of this Section 2.6(a) and (yB) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar Registrar, and/or the Trustee as custodian for the Depositary or its nominee, shall reflect on its or their books and records the date and a decrease in the principal amount of the Restricted Global Note Debenture in an amount equal to the principal amount of the beneficial interest in the Restricted Global Note Debenture to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Restricted Certificated Notes Debentures 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 of a Transfer Restricted Security Senior Note to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (i) the The Security Registrar shall register the transfer of any Senior Note, whether or not such Senior Note bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later of time period referred to in Rule 144(k) under 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, Securities Act or (y) the proposed transferee has delivered to the Security Registrar (A) a certificate Bond Power substantially in the form of included in Exhibit E A hereto and (B) such certifications, legal opinions and other information as if the Trustee and aggregate principal amount n --------- of the Company may reasonably request to confirm that such transaction Senior Notes being transferred is in compliance with the Securities Act; andnot less than $100,000. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Global NoteNotes, upon receipt by the Security Registrar of (x) the documents, if any, required by clause paragraph (i) above and (y) instructions given in accordance with the DepositaryDTC's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note Notes in an amount equal to the principal amount of the beneficial interest in the Global Note Notes to be transferred, and the Company Operating Partnership shall execute, and the Trustee shall authenticate and deliver, one or more Certificated 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 of a Transfer Restricted Security Class C-1 Certificate or Class C-2 Certificate or interest therein to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):QIB: (i) the The Registrar shall register the transfer of any NoteCertificate of such class, whether or not such Note Certificate bears the Private Placement Legend, if (x) (A) the requested transfer is at least two years after the later of the Issue Date original issue date of the Notes Certificates 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 Certificate was held by an Affiliate of the Company, the Trustee or any affiliate of any such persons or (y) the proposed transferee has delivered to the Registrar (A) a certificate letter substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee A and the Company may reasonably request to confirm that such transaction aggregate principal --------- amount of the Certificates being transferred is in compliance with the Securities Act; andat least $100,000. (ii) if If the proposed transferor is an Agent Member a Clearing Agency Participant holding a beneficial interest in the Global NoteCertificate of such class, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in ------------- accordance with the DepositaryClearing Agency's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of the such Global Note Certificate in an amount equal to the principal amount of Fractional Cumulative Interest represented by the beneficial interest Book-Entry Certificate in the such Global Note Certificate to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliverdeliver to the transferor or at its direction, one or more Certificated Notes Definitive Certificates of like class, tenor and amount.

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (QIB, other than any Person that is not a U.S. Person as defined under Regulation S, S (a "Foreign Person"): (i) the The Registrar shall register the transfer of any Note, 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 the last date on which such Note was held by the Company or an Affiliate of the Company, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E D hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (QIB, other than any Person that is not a U.S. Person as defined under Regulation S, S (a "“Foreign Person"”): (i) the The Registrar shall register the transfer of any Note, 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 the last date on which such Note was held by the Company or an Affiliate of the Company, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E C hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's ’s and the Registrar's ’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted Security Note to any Institutional Accredited Investor that which is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"Persons): (i) the The Registrar shall register the transfer of any Note, 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 time period referred to in Rule 144(k) under 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, Securities Act or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E C hereto and (B) such certificationsif the principal amount of the Notes being transferred is less than $100,000, legal opinions and other information as the Trustee and an opinion of counsel acceptable to the Company may reasonably request to confirm that such transaction transfer is in compliance with the Securities Act; and. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated 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 of a Transfer Restricted Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a U.S. Person as defined under Regulation S, a "Foreign Person"): (i) the Registrar shall register the transfer of any Note, 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 CompanyIssuers, or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company Issuers may reasonably request to confirm that such transaction is in compliance with the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the Global Note, upon receipt by the Registrar of (x) the documents, if any, required by clause (i) and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall authenticate 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 of a Transfer Restricted an Initial Security to any Institutional Accredited Investor that is not a QIB (other than any Person that is not a excluding Non-U.S. Person as defined under Regulation S, a "Foreign Person"persons): (i) the The Registrar shall register the transfer of any NoteInitial Security, whether or not such Note Security bears the Private Placement Legend, if (x) (A) the requested transfer is at least subsequent to a date that is two years after the later of the Issue Date of and 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 that the Company or any of its Affiliates was the owner of such Note was held by an Affiliate of the Company, Security or (y) the proposed transferee has delivered to the Security Registrar (A) a certificate substantially in the form of Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andD hereto. (ii) if If the proposed transferor is an Agent Member holding a beneficial interest in the a Global NoteSecurity seeking to transfer a Physical Security to another person, upon receipt by the Registrar of (x) the documents, if any, required by clause paragraph (i) and (y) instructions given in accordance with the DepositaryDepository's and the Registrar's proceduresprocedures therefor, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the such Global Note Security in an amount equal to the principal amount of the beneficial interest in the such Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Notes Physical Certificates 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 of a Transfer Restricted an Initial Security to any Institutional Accredited Investor that IAI which is not a QIB (other than any Person excluding Non-U.S. Persons) that is not a U.S. Person as defined under Regulation S, a "Foreign Person"):consistent with the Restricted Securities Legend: (i) the The Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, Initial Security if (x) (A) the requested transfer is at least after the date that is two years after the later of the Issue Date of and 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 either of the CompanyIssuers or any of their Affiliates was the owner of such Initial Security (such later date, the "Resale Restriction Termination Date") or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of set forth in Exhibit E hereto and (B) such certifications, legal opinions and other information as the Trustee and the Company may reasonably request to confirm that such transaction is in compliance with the Securities Act; andC. (ii) if If the proposed transferor transferee is an Agent Member holding a beneficial Member, and the Initial Security to be transferred consists of U.S. Physical Securities or an interest in the QIB Global NoteSecurity, upon receipt by the Registrar of (x) the documentsdocument, if any, required by clause paragraph (i) and (y) instructions given in accordance with the Depositary's and the Registrar's proceduresprocedures therefor, the Registrar shall reflect on its books and records the date and a decrease an increase in the principal amount of the IAI Global Note 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 (y) the amount of the beneficial interest in the QIB Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Certificated Notes of like tenor and amount.so transferred (in which case