Common use of Transfers to Non-U Clause in Contracts

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (a) If the proposed Transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions 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 such 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 (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Note in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Certificated Note or an interest in the U.S. a Restricted Global Note only upon receipt of a certificate substantially in the form of Exhibit D E from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a U.S. Global NoteRestricted Global, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the DepositaryDepository'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 such U.S. Restricted Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Restricted Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositaryDepository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore such Regulation S Global Note in an amount equal to the principal amount of the U.S. Physical Certificated Notes or the U.S. Global NoteRestricted Global, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificated Note, if any, so transferred or decrease the amount of the U.S. Global NoteRestricted Global.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (aii) (A) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions 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 such the U.S. Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Note to be transferred, and (bB) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount at maturity of the Offshore Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Notes, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteNotes, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (iii) and (y) instructions in accordance with the DepositaryDepository'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 such the U.S. Global Note Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositaryDepository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore Global Note Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global NoteNotes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global NoteNotes.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Prior to September 22, 1997, the Registrar shall register any proposed transfer of a Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after September 22, 1997, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (iii) and (y) instructions 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 such 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 (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Note in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Prior to August 10, 1997, the Registrar shall register any proposed transfer of a Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after August 10, 1997, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (iii) and (y) instructions 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 such 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 (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Note in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Notes, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteNotes, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (iii) and (y) instructions 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 such the U.S. Global Note Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Note Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global NoteNotes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global NoteNotes.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Certificated Note or an interest in the U.S. a Restricted Global Note only upon receipt of a certificate substantially in the form of Exhibit D E from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a U.S. Global NoteRestricted Global, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the DepositaryDepository'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 such U.S. Restricted Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Restricted Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositaryDepository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore such Regulation S Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Certificated Notes or the U.S. Global NoteRestricted Global, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificated Note, if any, so transferred or decrease the amount of the U.S. Global NoteRestricted Global.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the a U.S. Global Note only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions 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 such U.S. Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount at maturity of the Offshore Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount at maturity of the U.S. Global Note.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i1) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (i1) and (y) instructions 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 such 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 (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Note in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

Transfers to Non-U. S. Persons at Any Time. The following provisions ----------------------------------------- shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-Non- U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (iii) and (y) instructions 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 such 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 (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Note in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Prior to September 1, 1999, the Registrar shall register any proposed transfer of a Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after September 1, 1999, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Notes, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteNotes, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (iii) and (y) instructions 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 such the U.S. Global Note Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Note Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global NoteNotes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global NoteNotes.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Notes, upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteNotes of a particular series, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (i) and (y) instructions 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 such the applicable U.S. Global Note Notes in an amount equal to the principal amount of the beneficial interest in the applicable U.S. Global Note Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the applicable Offshore Global Note Notes in an amount equal to the principal amount of the applicable U.S. Physical Notes or the U.S. Global NoteNotes, as the case may be, to be transferred, and the Trustee shall cancel the applicable U.S. Physical Note, if any, so transferred or decrease the amount of the applicable U.S. Global NoteNotes.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Prior to May 24, 1998, the Registrar shall register any proposed transfer of a Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after May 24, 1998, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (iii) and (y) instructions 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 such 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 (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Note in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

Transfers to Non-U. S. Persons at Any Time. The following provisions ----------------------------------------- shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Notes, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global NoteNotes, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (iii) and (y) instructions 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 such the U.S. Global Note Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Note Notes in an amount equal to the principal amount of the U.S. Physical Notes or the U.S. Global NoteNotes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global NoteNotes.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Restricted Definitive Note or an interest in the U.S. Restricted Global Note only Notes, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a U.S. the Restricted Global NoteNotes, upon receipt by the Registrar of (x) the documents document required by paragraph (i) and (y) instructions 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 such U.S. the Restricted Global Note Notes in an amount equal to the principal amount of the beneficial interest in the U.S. Restricted Global Note Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Regulation S Global Note Notes in an amount equal to the principal amount of the U.S. Physical Restricted Definitive Notes or the U.S. Restricted Global NoteNotes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Definitive Note, if any, so transferred or decrease the amount of the U.S. Restricted Global NoteNotes.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Certificated Note or an interest in the a U.S. Global Note only upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the DepositaryDepository'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 such 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 (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositaryDepository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the such Offshore Global Note in an amount equal to the principal amount of the U.S. Physical Certificated Notes or the U.S. Global NoteNotes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificated Note, if any, so transferred or decrease the amount of the U.S. Global NoteNotes.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a an Initial Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (aii) (x) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Registrar of (x1) the documents document required by paragraph (i) and (y2) instructions 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 such the U.S. Global Note in an amount equal to 51 the principal amount of the beneficial interest in the U.S. Global Note to be transferred, and (by) if the proposed transferee transferor is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount of the Offshore Global Note in an amount equal to the principal amount of the U.S. Physical Notes Note or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Certificated Note or an interest in the U.S. a Restricted Global Note only upon receipt of a certificate substantially in the form of Exhibit D E from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a U.S. Global NoteRestricted Global, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the Depositaryrelevant Depository'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 such U.S. Restricted Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Restricted Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depositaryrelevant Depository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Offshore such Regulation S Global Note in an amount equal to the principal amount of the U.S. Physical Certificated Notes or the U.S. Global NoteRestricted Global, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificated Note, if any, so transferred or decrease the amount of the U.S. Global Noterelevant Restricted Global.

Transfers to Non-U. S. Persons at Any Time. The ----------------------------------------- following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Certificated Note or an interest in the a U.S. Global Note only upon receipt of a certificate substantially in the form of Exhibit D C from the proposed transferor. (aA) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the DepositaryDepository'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 such U.S. Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Note to be transferred, and (bB) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositaryDepository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the such Offshore Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Certificated Notes or the U.S. Global NoteNotes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificated Note, if any, so transferred or decrease the amount of the U.S. Global NoteNotes.

Transfers to Non-U. S. Persons at Any Time. The following provisions ------------------------------------------ shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Prior to June 21, 2009, the Registrar shall register any proposed transfer of a Note to any Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (ii) On and after June 21, 2009, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (a) If the proposed Transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions 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 such the U.S. Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount at maturity of the Offshore Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Notes or the U.S. Global NoteNotes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D attached hereto from the proposed transferor. (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Registrar of (x) the documents documents, if any, required by paragraph (i) and (y) instructions 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 such the U.S. Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of 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 an increase in the principal amount at maturity of the Offshore Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the principal amount at maturity of the U.S. Global Note.