Common use of Transfers to Non-U.S. Persons at Any Time Clause in Contracts

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Equipment Note to a Non-U.S. Person: (i) Prior to the applicable Exchange Date, the Note Registrar shall register any proposed transfer of a Regulation S Temporary Book-Entry Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit C-7 hereto from the proposed transferor. (ii) On and after the applicable Exchange Date, the Note Registrar shall register any proposed transfer of an Equipment Note to any Non-U.S. Person if the Equipment Note to be transferred is a Definitive Note or an interest in a 144A Book- Entry Note, upon receipt of a certificate substantially in the form of Exhibit C-7 from the proposed transferor. (a) If the proposed transferor is a Direct Participant holding a beneficial interest in an Unrestricted Book-Entry Note, upon receipt by the Note Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the DTC’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 a 144A Book-Entry Note in an amount equal to the principal amount of the beneficial interest in such 144A Book-Entry Note to be transferred, and (b) if the proposed transferee is a Direct Participant, upon receipt by the Note Registrar of instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the Unrestricted Book-Entry Note of the relevant Series in an amount equal to the principal amount of the beneficial interest in such 144A Book-Entry Note or any Definitive Notes issued in exchange for such interest in such 144A Book-Entry Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note, if any, so transferred or decrease the amount of the 144A Book-Entry Note.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of an Equipment a Note to a Non-U.S. Person: (i1) Prior to the applicable Exchange 41st day after the Issue Date, the Note Registrar shall register any proposed transfer of a Regulation S Temporary Book-Entry Note to a Non-U.S. Person upon receipt of a certificate certificates to that effect substantially in the form forms of Exhibit C-7 C and Exhibit E hereto from the proposed transferor, and at the option of the Issuers, the proposed transferee has delivered to the Registrar and the Issuers an Opinion of Counsel acceptable to the Issuers that such transfer is in compliance with the Securities Act and such other certifications, legal opinions or other information that the Issuers may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. (ii2) On and after the applicable Exchange 41st day after the Issue Date, the Note Registrar shall register any proposed transfer of an Equipment Note to any Non-U.S. Person if the Equipment Note to be transferred is a Definitive U.S. Physical Note or an interest in a 144A Book- Entry NoteU.S. Global Notes, upon receipt of a certificate certificates to that effect substantially in the form forms of Exhibit C-7 C and Exhibit E hereto from the proposed transferor, and at the option of the Issuers, the proposed transferee has delivered to the Registrar and the Issuers an Opinion of Counsel acceptable to the Issuers that such transfer is in compliance with the Securities Act and such other certifications, legal opinions or other information that the Issuers may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. (a) If the proposed transferor is a Direct Participant an Agent Member holding a beneficial interest in an Unrestricted Book-Entry Notethe U.S. Global Notes, upon receipt by the Note Registrar of (x) the documents, if any, required by paragraph clause (ii2) above and (y) instructions in accordance with the DTCDepository’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 a 144A Book-Entry Note the U.S. Global Notes in an amount equal to the principal amount of the beneficial interest in such 144A Book-Entry Note the U.S. Global Notes to be transferred, and (b) if the proposed transferee is a Direct Participantan Agent Member, upon receipt by the Note Registrar of instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the Unrestricted Book-Entry Note of the relevant Series Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in such 144A Book-Entry Note U.S. Physical Notes or any Definitive Notes issued in exchange for such interest in such 144A Book-Entry Note the U.S. Global Notes, as the case may be, to be transferred, and the Indenture Trustee shall cancel the Definitive U.S. Physical Note, if any, so transferred or decrease the amount of the 144A Book-Entry U.S. Global Note.

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Equipment Initial Note to a Non-U.S. Person: (i) Prior to the applicable Exchange Dateexpiration of the Restricted Period, the Note Registrar shall register any proposed transfer of a Regulation S Temporary Book-Entry an Initial Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of set forth as Exhibit C-7 D hereto from the proposed transferor. (ii) On and after After the applicable Exchange Dateexpiration of the Restricted Period, the Note Registrar shall register any proposed transfer of an Equipment Note to any Non-U.S. Person if the Equipment Initial Note to be transferred is a Restricted Definitive Note or an interest in a 144A Book- Entry Restricted Global Note, upon receipt of a certificate substantially in the form of Exhibit C-7 D from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (aiii) If the proposed transferor is a Direct Participant holding a beneficial interest in an Unrestricted Book-Entry Note, upon Upon receipt by the Note Registrar of (xA) the documents, if any, required by paragraph clause (i) or (ii) of this Section 2.06(d) and (yB) instructions in accordance with the DTC’s and the Note Registrar’s procedures, (I) in the Note case of transfer of an interest in a Restricted Definitive Note, the Registrar shall reflect on its books and records the date of such transfer and a decrease an increase in the principal amount of a 144A Book-Entry Regulation S Global Note in an amount equal to the principal amount of the interests in such Restricted Definitive Note being transferred, and the Trustee shall cancel such Restricted Definitive Note (and, if applicable, the Company shall prepare and execute and the Trustee shall authenticate and deliver to the transferor a new Restricted Definitive Note of the same tenor and form in an amount equal to the balance of the original Restricted Definitive Note not so transferred); or (II) in the case of a transfer of a beneficial interest in a Restricted Global Note, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in such 144A Book-Entry Restricted Global Note to be being transferred, and (b) if the proposed transferee is a Direct ParticipantTrustee shall decrease, upon receipt by the Note Registrar of instructions given in accordance with the DTC’s and the Note Registrar’s proceduressame amount, the Note amount of such Restricted Global Note. (iv) In the case of a transfer of a beneficial interest in a Regulation S Global Note, the Registrar shall reflect the transfer on its books and records in accordance with DTC’s and the date Registrar’s procedures therefor, if and an increase in the principal amount of the Unrestricted Book-Entry Note of the relevant Series in an amount equal to the principal amount of the beneficial interest extent so required in accordance with such 144A Book-Entry Note or any Definitive Notes issued in exchange for such interest in such 144A Book-Entry Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note, if any, so transferred or decrease the amount of the 144A Book-Entry Noteprocedures.