Common use of Transfers to Non-U Clause in Contracts

Transfers to Non-U. S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar a Regulation S Certificate and, unless otherwise agreed by the Company and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Company and the Trustee, and (b) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures; (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Offshore Global Note, the Trustee shall reflect on its books and records the date and an increase in the principal amount of such Offshore Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security (within the meaning of Rule 144(a)(3) of the Securities Act) to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) 2.8), and, (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar and the Issuer and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company Issuer and the Trustee, an opinion Opinion of counselCounsel, certifications and other information satisfactory to the Company Issuer and the Trustee, and (b) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar and the Issuer and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the Depositary’s and procedures of the Note Registrar’s procedures; Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Offshore Regulation S Global Note, the Trustee Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Offshore Regulation S Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuer shall execute and the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons. The following additional provisions shall apply with respect to the registration of any proposed transfer of a an Initial Note that is a Restricted Security to any Non-U.S. Person: The Note : (i) the Registrar shall register the transfer of any Note constituting a Restricted Security, whether or not such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) Note bears the Private Placement Legend, if (x) such the transferee is not an Affiliate of the Company and the requested transfer is after the relevant Resale Restriction Termination second anniversary of the later of (a) the Issue Date with respect to and (b) the last date on which the Company or an Affiliate of the Company was the owner of such Note (or any predecessor security) or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder or (y) the proposed transferor has delivered to the Note Registrar a Regulation S Certificate and, unless otherwise agreed by certificate substantially in the form of EXHIBIT D and such other information or legal opinions that the Trustee or the Company and the Trustee, may reasonably require in order to confirm that such transfer is being made pursuant to an opinion of counsel, certifications and other information satisfactory exemption from or in a transaction not subject to the Company and registration requirements of the Trustee, andSecurities Act; (bii) if the proposed transferor transferee is or is acting through an Agent Member holding a beneficial and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest in a the Regulation S Global Note, upon receipt by the Note Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the appropriate certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures; of paragraph (i) above, together with any required legal opinions and certifications, the Note Registrar shall reflect on its books and records the date and (if register the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Offshore Global Note, the Trustee shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred; (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository’s and the Registrar’s procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the Global Note from which such Offshore interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the Global Note to be transferred; and (iv) until the 41st day after the Issue Date (the “RESTRICTED PERIOD”), an owner of a beneficial interest being so in the Regulation S Global Note may not transfer such interest to a transferee that is a U.S. person or for the account or benefit of a U.S. Person within the meaning of Rule 902(o) of the Securities Act. During the Restricted Period, all beneficial interests in the Regulation S Global Note shall be transferred only through Cedel or (B) otherwise Euroclear, either directly if the Company shall execute transferor and the Trustee shall authenticate and deliver one transferee are participants in such systems, or more Physical Notes of like tenor and amountindirectly through organizations that are participants therein.

Transfers to Non-U. S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, , (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company and the TrusteeCompany, an opinion of counsel, certifications and other information satisfactory to the Company Company, and the Trustee, and (b) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the Depositary’s and procedures of the Note Registrar’s procedures; Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Offshore Regulation S Global Note, the Trustee Note Registrar shall reflect on its books and records the date and an increase in 93 1010271152v11010271152_5.doc the principal amount of such Offshore Regulation S Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar a Regulation S Certificate and, unless otherwise agreed by the Company Issuers and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Company Issuers and the Trustee, and (b) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Offshore Global Note, the Trustee shall reflect on its books and records the date and an increase in the principal amount of such Offshore Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuers shall execute and the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount.

Transfers to Non-U. S. --------------------------- --------------------- Persons. The following provisions shall apply with respect to the registration ------- of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,, ----------- (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the distribution compliance period set forth in Regulation S has expired and the proposed transferor has delivered to the Note Registrar a Regulation S Certificate and, unless otherwise agreed by the Company Issuers and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Company Issuers and the Trustee, and (b) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Offshore Global Note, the Trustee shall reflect on its books and records the date and an increase in the principal amount of such Offshore Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company Issuers shall execute and the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount.

Transfers to Non-U. S. PersonsPERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) Prior to 40 days after the registration of Issue Date, the Registrar shall register any proposed transfer of a Note that is to a Restricted Security Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit B hereto from the proposed transferor. (ii) On and after 40 days after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person: The Person if the Note Registrar shall register such transfer if it complies with all other applicable requirements to be transferred is a Certificated Note or an interest in the Global Note, upon receipt of this Indenture (including Section 305) and,a certificate substantially in the form of Exhibit B from the proposed transferor. (aA) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar a Regulation S Certificate and, unless otherwise agreed by the Company and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Company and the Trustee, and (b) if If the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Restricted Global Note, upon receipt by the Note Registrar of (x) the certificate, opinion, certifications and other informationdocuments, if any, required by clause paragraph (aii) above and (y) written instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures; (i) , the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Restricted Global Note Notes in an amount equal to the principal amount of the beneficial interest in the relevant Restricted Global Note Notes to be transferred, and (ii) either (AB) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest Member, upon receipt by the Registrar of instructions given in a relevant Offshore Global Noteaccordance with the Depositary's and the Registrar's procedures, the Trustee Registrar shall reflect on its books and records the date and an increase in the principal amount of such Offshore the Regulation S Global Note Notes in an amount equal to the principal amount of the beneficial interest being so transferred Certificated Notes or (B) otherwise the Company shall execute Restricted Global Notes, as the case may be, to be transferred, and the Trustee shall authenticate and deliver one cancel the Certificated Notes, if any, so transferred or more Physical Notes decrease the amount of like tenor and amountthe Restricted Global Notes, as the case may be.

Transfers to Non-U. S. --------------------------- --------------------- Persons. The following provisions shall apply with respect to the registration ------- of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,, ----------- (a) if (x) such transfer is after the relevant Resale Restriction - Termination Date with respect to such Note or (y) the distribution - compliance period set forth in Regulation S has expired and the proposed transferor has delivered to the Note Registrar a Regulation S Certificate and, unless otherwise agreed by the Company and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Company and the Trustee, and (b) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar of (x) the certificate, opinion, certifications and other - information, if any, required by clause (a) above and (y) written - instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures; whereupon (i) the Note Registrar shall reflect on its books and records the date - and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is -- - or is acting through an Agent Member holding a beneficial interest in a relevant Offshore Global Note, the Trustee shall reflect on its books and records the date and an increase in the principal amount of such Offshore Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and the Trustee shall - authenticate and deliver one or more Physical Notes of like tenor and amount.

Transfers to Non-U. S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, , (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company and the TrusteeCompany, an opinion of counsel, certifications and other information satisfactory to the Company Company, and the Trustee, and (b) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the Depositary’s and procedures of the Note Registrar’s procedures; Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Offshore Regulation S Global Note, the Trustee Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Offshore Regulation S Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount.. 93

Transfers to Non-U. S. PersonsPERSONS AT 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 registration first anniversary of the Issue Date, the Registrar shall register any proposed transfer of a Note that is to a Restricted Security Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit B hereto from the proposed transferor. (ii) On and after the first anniversary of the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person: The Person if the Note Registrar shall register such transfer if it complies with all other applicable requirements to be transferred is a Certificated Note or an interest in the Global Note, upon receipt of this Indenture (including Section 305) and,a certificate substantially in the form of Exhibit B from the proposed transferor. (aA) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar a Regulation S Certificate and, unless otherwise agreed by the Company and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Company and the Trustee, and (b) if If the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Restricted Global Note, upon receipt by the Note Registrar of (x) the certificate, opinion, certifications and other informationdocuments, if any, required by clause paragraph (aii) above and (y) written instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures; (i) , the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Restricted Global Note Notes in an amount equal to the principal amount of the beneficial interest in the relevant Restricted Global Note Notes to be transferred, and (ii) either (AB) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest Member, upon receipt by the Registrar of instructions given in a relevant Offshore Global Noteaccordance with the Depositary's and the Registrar's procedures, the Trustee Registrar shall reflect on its books and records the date and an increase in the principal amount of such Offshore the Regulation S Global Note Notes in an amount equal to the principal amount of the beneficial interest being so transferred Certificated Notes or (B) otherwise the Company shall execute Restricted Global Notes, as the case may be, to be transferred, and the Trustee shall authenticate and deliver one cancel the Certificated Notes, if any, so transferred or more Physical Notes decrease the amount of like tenor and amountthe Restricted Global Notes, as the case may be.