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. (ii) (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 40 days after the date hereof, 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 C hereto from the proposed transferor. (ii) On and after 40 days after the date hereof, 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. Restricted Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D C from the proposed transferor. (ii). (aA) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a U.S. Restricted 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 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 (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, 17 25 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 Certificated Notes or the U.S. Restricted Global NoteNotes, as the case may be, to be transferred, and the Trustee shall cancel the Physical NoteCertificated Notes, if any, so transferred or decrease the amount of the U.S. Restricted Global NoteNotes, as the case may be. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 7, 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 September 7, 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 hereto from the proposed transferor. (ii). (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a U.S. the 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 U.S. the 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, 17 25 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 principal amount of the U.S. Global Note. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 Notes, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii). (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 (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 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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 July 1, 2002, 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 July 1, 2002, 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. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 July 13, 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 July 13, 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. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

Transfers to Non-U. S. Persons at Any any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: : (i) Prior to the applicable Regulation S Global Notes Exchange Date, the Registrar shall not register any proposed transfer of a Note to a Non-U.S. Person pursuant to Rule 904 of Regulation S. (ii) The Registrar shall register any proposed transfer of a Note to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Definitive Note or an interest in the U.S. a Permanent Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D E from the proposed transferor. transferor and a Confidentiality Agreement duly executed by such Non-U.S. Person. (ii) iii) (a) If the proposed Transferor transferor is an Agent Member holding a beneficial interest Beneficial Interest in a U.S. Permanent 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 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 such U.S. a Permanent Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. such Permanent 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 DepositaryDTC's and the Registrar's procedures, 17 25 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 of the relevant class in an amount equal to the principal amount of the U.S. Physical beneficial interest in such Permanent Global Note or any Definitive Notes or the U.S. issued in exchange for such interest in such Permanent Global Note, as the case may be, Note to be transferred, and the Trustee shall cancel the Physical Definitive Note, if any, so transferred or decrease the amount of the U.S. Permanent Global Note. Note (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, upon written direction from the Registrar shall deliver Notes that do not bear if different from the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (fTrustee).

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 EXHIBIT D hereto from the proposed transferor. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 Note 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. Global Note Note, only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (ii). (a) If the proposed Transferor is transferor in an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Note Registrar of (x) the documents document required by paragraph (i) above, and (y) instructions 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 at maturity 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 transferor is an Agent Member, upon receipt by the Note Registrar of instructions given in accordance with the Depositary's and the Note Registrar's procedures, 17 25 the Note 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 Certificated Note or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Cerficated Note, if any, so transferred or decrease the amount of the U.S. Global Note. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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. (ii). (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 (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 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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 Notes, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any ransfer of a Note to a Non-U.S. Person: (i) Prior to September 8, 2001, the Registrar shall register any proposed transfer of a Note to a Non-U.S. Person: Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (iii) The On and after September 8, 2001, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Restricted Physical 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. (ii). (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 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 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, 17 25 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. Restricted Physical Notes or the U.S. Restricted 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. Restricted Global NoteNotes. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 November 1, 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 November 1, 1997, the Registrar shall register any proposed transfer of a Note 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. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 the Offshore Securities Exchange Date, 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 C hereto from the proposed transferor. (ii) On and after the Offshore Securities Exchange Date, 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 Certificated Note or an interest in the U.S. Restricted Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D C from the proposed transferor. (ii). (aA) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a U.S. the Restricted 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 U.S. the 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 (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, 17 25 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 in an amount equal to the principal amount of the U.S. Physical Restricted Certificated Notes or the U.S. Restricted Global Note, 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. Restricted Global Note, as the case may be. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 July 22, 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 July 22, 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 Notes, upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (ii). (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 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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 March 31, 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 March 31, 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 hereto from the proposed transferor. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 March 9, 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 C hereto from the proposed transferor. (ii) On and after March 9, 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 Rule 144A Certificated Note or an interest in the U.S. Rule 144A Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (ii). (aiii) (A) If the proposed Transferor transferor is an Agent Member a Participant holding a beneficial interest in a U.S. the Rule 144A 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 U.S. the Rule 144A Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Rule 144A Global Note to be transferred, and (bB) if the proposed transferee is an Agent Membera Participant, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, 17 25 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 in an amount equal to the principal amount of the U.S. Physical Rule 144A Certificated Notes or the U.S. Rule 144A Global Note, 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. Rule 144A Global Note. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 December 1, 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 December 1, 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. (ii). (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 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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 July 17, 2001, 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 July 17, 2001, 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. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 February 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 February 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 Note, upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

Transfers to Non-U. S. Persons at Any TimePERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of a an Initial Senior Note to a Non-U.S. Person: : (i) The Note Registrar shall register any proposed transfer to any Non-U.S. Person if the Senior 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. . (ii) ) (ax) If the proposed Transferor transferor is an Agent Member holding a beneficial interest in a the U.S. Global Note, upon receipt by the Note Registrar of (x1) the documents document required by paragraph (i) and (y2) instructions 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 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 (by) if the proposed transferee transferor is an Agent Member, upon receipt by the Note Registrar of instructions given in accordance with the Depositary's and the Note Registrar's procedures, 17 25 the Note 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 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 the 41st day following the later of commencement of the offering of the Notes and the Issue Date, 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 the 41st day following the later of commencement of the offering of the Notes and the Issue Date, 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. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 Notes, upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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. (ii). (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, 17 25 the Registrar shall reflect on its books and records the th e 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 November 11, 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 November 11, 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. (ii). (a) If the proposed Transferor is an Agent Member holding transferor holds 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 to hold its beneficial interest in an Agent MemberOffshore Global Note, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 January 5, 1998, the Note 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 January 5, 1998, the Note 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. (ii). (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 Note Registrar of (x) the documents documents, if any, required by paragraph (iii) and (y) instructions 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 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 Note Registrar of instructions given in accordance with the Depositary's and the Note Registrar's procedures, 17 25 the Note 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 from the proposed transferor. (ii). (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 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 (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 April 9, 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 April 9, 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. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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 40 days from the initial issuance of a series of notes, 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 40 days from the initial issuance of a series of notes, 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. (ii) (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 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, 17 25 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 U.S. Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)

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. (ii). (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, 17 25 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. (e) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the circumstances contemplated by paragraphs (a)(i)(x) or (c)(ii) of this Section 2.9 exist or (ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (f)