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 Trustee 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 144A Global Note only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (a) If the proposed transferor is an Agent Member holding a beneficial interest in a 144A Global Note, upon receipt by the Trustee of (x) the documents required by paragraph (i) and (y) instructions in accordance with the Depositary's and the Trustee's procedures, the Trustee shall reflect on its books and records the date and a decrease in the principal amount of such 144A Global Note in an amount equal to the principal amount of the beneficial interest in the 144A Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Trustee of instructions given in accordance with the Depositary's and the Trustee's procedures, 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 the U.S. Physical Notes or the 144A Global Notes, 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 144A Global Note, as the case may be.

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 Trustee 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 144A a Restricted Global Note only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. (a) If the proposed transferor is an Agent Member holding a beneficial interest in a 144A Global NoteRestricted Global, upon receipt by the Trustee Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the relevant Depositary's and the TrusteeRegistrar's procedures, the Trustee Registrar shall reflect on its books and records the date and a decrease in the principal amount of such 144A Restricted Global Note in an amount equal to the principal amount of the beneficial interest in the 144A Restricted Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Trustee Registrar of instructions given in accordance with the relevant Depositary's and the TrusteeRegistrar's procedures, the Trustee Registrar shall reflect on its books and records the date and an increase in the principal amount of the such Regulation S Global Note in an amount equal to the principal amount of the U.S. Physical Certificated Notes or the 144A Global NotesRestricted Global, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificated Note, if any, so transferred or decrease the amount of the 144A Global Note, as the case may berelevant Restricted Global.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person: (i) The Trustee shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is of a U.S. Physical Certificated Note or an interest in the a Rule 144A Global Note only may be made upon receipt by the Company and the Trustee (with a copy to the Security Registrar) of a certificate substantially in the form of Exhibit D E hereto from the proposed transferor. (ii) (a) If if the proposed transferor is an Agent Member holding a beneficial interest in a Rule 144A Global Note, upon receipt by the Company, the Trustee and the Security Registrar of (xA) the documents documents, if any, required by paragraph (i) and (yB) instructions in accordance with the procedures of the Common Depositary's and the Trustee's procedures, the Trustee Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the Rule 144A Global Note Notes in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Trustee Security Registrar of instructions given in accordance with the procedures of the Common Depositary's and the Trustee's procedures, the Trustee Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note Notes in an amount equal to the principal amount of the U.S. Physical Notes Certificated Note or the Rule 144A Global Notes, 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 Rule 144A Global Note, as the case may beNotes.

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 Trustee 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 144A a Restricted Global Note only upon receipt of a certificate substantially in the form of Exhibit D E from the proposed transferor. (a) If the proposed transferor is an Agent Member holding a beneficial interest in a 144A Global NoteRestricted Global, upon receipt by the Trustee Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the DepositaryDepository's and the TrusteeRegistrar's procedures, the Trustee Registrar shall reflect on its books and records the date and a decrease in the principal amount of such 144A Restricted Global Note in an amount equal to the principal amount of the beneficial interest in the 144A Restricted Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Trustee Registrar of instructions given in accordance with the DepositaryDepository's and the TrusteeRegistrar's procedures, the Trustee Registrar shall reflect on its books and records the date and an increase in the principal amount of the such Regulation S Global Note in an amount equal to the principal amount of the U.S. Physical Certificated Notes or the 144A Global NotesRestricted Global, as the case may be, to be transferred, and the Trustee shall cancel the Physical Certificated Note, if any, so transferred or decrease the amount of the 144A Global Note, as the case may beRestricted Global.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note Warrants to a Non-U.S. Person: (i) The Trustee the Warrant Agent shall register any proposed transfer of Warrants to any a Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the 144A Global Note only upon receipt of a certificate substantially in the form of Exhibit D C from the proposed transferor. (aii) (x) If the proposed transferor is an Agent Member holding a beneficial interest in a the Rule 144A Global NoteWarrant or the IAI Global Warrant, upon receipt by the Trustee Warrant Agent of (xA) the documents required by paragraph (i) and (yB) instructions in accordance with the DepositaryDepository's and the TrusteeWarrant Agent's procedures, the Trustee Warrant Agent shall reflect on its books and records the date and a decrease in the principal amount number of such Warrants represented by the Rule 144A Global Note in an amount equal to Warrant or the principal amount of IAI Global Warrant, as the beneficial interest in the 144A Global Note case may be, to be transferred, and (by) if the proposed transferee is an Agent Member, upon receipt by the Trustee Warrant Agent of instructions given in accordance with the DepositaryDepository's and the TrusteeWarrant Agent's procedures, the Trustee Warrant Agent shall reflect on its books and records the date and an increase in the principal amount number of Warrants represented by the Regulation S Global Note Warrant in an amount equal to the principal amount number of Warrants represented by the Rule 144A Global Warrant of the U.S. Physical Notes or the 144A IAI Global NotesWarrant, as the case may be, to be transferred, and the Trustee Warrant Agent shall cancel the Physical Note, if any, so transferred or decrease the amount number of Warrants represented by the Rule 144A Global NoteWarrant or the IAI Global Warrant, as the case may be.

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 Trustee shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is of a U.S. Physical Certificated Note or an interest in the a Rule 144A Global Note only may be made upon receipt by the Company and the Trustee (with a copy to the Security Registrar) of a certificate substantially in the form of Exhibit D E hereto from the proposed transferor. (ii) (a) If if the proposed transferor is an Agent Member holding a beneficial interest in a Rule 144A Global Note, upon receipt by the Company, the Trustee and the Security Registrar of (xA) the documents documents, if any, required by paragraph (i) and (yB) instructions in accordance with the procedures of the Depositary's and the Trustee's procedures, the Trustee Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the Rule 144A Global Note Notes in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Trustee Security Registrar of instructions given in accordance with the procedures of the Depositary's and the Trustee's procedures, the Trustee Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note Notes in an amount equal to the principal amount of the U.S. Physical Notes Certificated Note or the Rule 144A Global Notes, 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 Rule 144A Global Note, as the case may beNotes.

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 Trustee 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 Rule 144A Global Note only Note, upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (aiii) (A) If the proposed transferor is an Agent Member a Participant holding a beneficial interest in a the Rule 144A Global Note, upon receipt by the Trustee Registrar of (x) the documents documents, if any, required by paragraph (iii) and (y) instructions in accordance with the Depositary's and the TrusteeRegistrar's procedures, the Trustee Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the Rule 144A Global Note in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred, and (bB) if the proposed transferee is an Agent Membera Participant, upon receipt by the Trustee Registrar of instructions given in accordance with the Depositary's and the TrusteeRegistrar's procedures, the Trustee Registrar 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 the U.S. Physical Rule 144A Certificated Notes or the Rule 144A Global NotesNote, 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 Rule 144A Global Note, as the case may be.

Transfers to Non-U. S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note Security to a Non-U.S. Person: (i) The Trustee shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is of a U.S. Physical Note Rule 144A Definitive Security or an interest in the a Rule 144A Global Note only Security may be made upon receipt by the Trustee of a certificate substantially in the form of Exhibit D G hereto from the proposed transferor. (aii) (A) If the proposed transferor is an Agent Member holding a beneficial interest in a Rule 144A Global NoteSecurity, upon receipt by the Trustee of (x1) the documents documents, if any, required by paragraph (i) and (y2) instructions in accordance with the Depositary's and the Trustee's proceduresprocedures of DTC, the Trustee Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of such the Rule 144A Global Note Security in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note Security to be transferred, and (bB) if the proposed transferee is an Agent Member, upon receipt by the Trustee of instructions given in accordance with the Depositary's and the Trustee's proceduresprocedures of DTC, the Trustee Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note Security in an amount equal to the principal amount of the U.S. Physical Notes Rule 144A Definitive Security or the Rule 144A Global NotesSecurity, as the case may be, to be transferred, and the Trustee shall cancel the Physical NoteDefinitive Security, if any, so transferred or decrease the amount of the Rule 144A Global Note, as the case may beSecurity.