Common use of Transfers to QIBs Clause in Contracts

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security an Initial Certificate to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) If the Certificate to be transferred consists of Restricted Definitive Certificates, or of an interest in any Regulation S Global Certificate during the Restricted Period, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Initial Certificate stating, or has otherwise certified to advised the Note Registrar Trustee and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Initial Certificate stating, or has otherwise certified to Note Registrar advised the Trustee and the Company and the Trustee Registrar in writing, that it is purchasing such Note the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Trust and/or the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (bii) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon Upon receipt by the Note Registrar of written the documents required by clause (i) above and instructions given in accordance with the Depositary’s DTC's and the Note Registrar’s procedures's procedures therefor, whereupon the Note Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the transferee a Restricted Global Note Certificate in an amount equal to the principal amount of the Physical Note Restricted Definitive Certificates or such beneficial interest interests in such transferor Regulation S Global Note to be Certificate, as the case may be, being transferred, and the Trustee shall cancel such Definitive Certificates or decrease the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Regulation S Global Note, as the case may beCertificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note that is a Restricted Security to a QIB (excluding transfers other than pursuant to Non-U.S. Persons): The Regulation S): (i) If the Note to be transferred consists of Notes or an interest in the IAI Global Note or a Regulation S Global Note, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked provided the box provided for on Registrar with a certificate substantially in the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee set forth in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; andExhibit D hereto. (bii) if If the proposed transferee is an Agent Member, and the Initial Note to be transferred consists of a Physical Note that after transfer is to be evidenced by Notes or an interest in a the IAI Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Regulation S Global Note, upon receipt by the Note Registrar of written (x) the document, if any, required by paragraph (i) and (y) instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s proceduresprocedures therefor, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee QIB Global Note in an amount equal to (x) the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes, to be transferred, and the Trustee shall cancel the Physical definitive Note so transferred or (y) the amount of the beneficial interest in the IAI Global Note or the Regulation S Global Note to be so transferred (in which case the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the IAI Global Note or the Regulation S Global Note). (iii) If the proposed transferee is entitled to receive a definitive Note as provided in Section 2.14 and the proposed transferor is an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such transferor Global NoteNote in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon), and the Trustee shall authenticate and deliver, one or more Notes of like tenor and amount. (iv) If the Initial Note to be transferred consists of Notes and the proposed transferee is entitled to receive a definitive Note as provided in Section 2.14, upon receipt by the case may beRegistrar of the document, if any, required by paragraph (i), the Registrar shall register such transfer and the Company shall execute (and the Guarantors will execute the Guarantees thereon), and the Trustee shall authenticate and deliver, one or more Notes of like tenor and amount.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security U.S. Physical Notes or an interest in U.S. Global Notes to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) either Offshore Physical Notes prior to the removal of the Private Placement Legend or U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in paragraph (i) above and instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer or exchange of any 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 such transfer or exchange is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to advised the Note Registrar Issuers and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar advised the Issuers and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists or exchanged consist of a Physical Note that Notes which after transfer is or exchange are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Registrar of the Physical Notes and written instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall register the transfer or exchange and reflect on its book and records the date and direct the Depository to increase the principal amount of the 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred or exchanged, and the Registrar shall cancel the Physical Notes so transferred or exchanged; and (iii) if the proposed transferor is a Participant seeking to transfer or exchange an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer or exchange and reflect on its books and records the date and an increase in (A) direct the Depository to decrease the principal amount of the transferee IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred or exchanged and (B) direct the Depository to increase the principal amount of the 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may beexchanged.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the second anniversary of this Indenture the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to advised the Note Registrar Co-Issuers and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar advised the Co-Issuers and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Co-Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, 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 Regulation S Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, transferred and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease (B) an increase in the principal amount of such transferor the 144A Global Note, as Note in an amount equal to the case may beprincipal amount of the Notes to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the second anniversary of this Indenture the Closing Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Closing Date or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, 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 IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company Issuers and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company Issuers and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and procedures of the Note Registrar’s proceduresRegistrar and of the Depositary, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee Note Registrar in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Notes to a QIB (excluding transfers outside the United States in compliance with Regulation S): (i) If the Note to Non-be transferred consists of (x) U.S. Persons): The Note Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (bii) if If the proposed transferee transferor is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note, an interest in a U.S. Global Note that is a Restricted Security or an interest in an Offshore Global Note prior to the removal of the Private Placement Legend to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) either (A) an interest in a Offshore Global Note prior to the removal of the Private Placement Legend or (B) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes, to be transferred, and the Trustee shall cancel the U.S. Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any 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 such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, stating that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, stating that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a the 144A Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note Notes in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Notes, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, 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 Regulation S Global Notes in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, transferred and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease (B) an increase in the principal amount of such transferor the 144A Global Note, as Notes in an amount equal to the case may beprincipal amount of the Notes to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes, to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) if the Security to be transferred consists of (x) either Offshore Physical Securities prior to the removal of the Private Placement Legend or U.S. Physical Securities, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A144A or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the Depository; and (bii) if the proposed transferee is an Agent Member, and the Note Securities to be transferred consists consist of a U.S. Physical Note that Securities which after transfer is are to be evidenced by an interest in a U.S. Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteSecurity, upon receipt by the Note Registrar of written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee applicable U.S. Global Note Security in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Securities to be transferred, and the Trustee shall cancel the U.S. Physical Note Securities so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,: (ai) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and Registrar, the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and Registrar, the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and procedures of the Note Registrar’s proceduresRegistrar and of the Depositary, Euroclear or Clearstream, as applicable, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies is after the expiration of the applicable holding period with all other respect thereto set forth in Rule 144(d) of the Securities Act; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the expiration of the applicable requirements holding period with respect thereto set forth in Rule 144(d) of this Indenture the Securities Act or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, 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 IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Non‑U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): i) The Note Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies is after the expiration of the applicable holding period with all other respect thereto set forth in Rule 144(d) of the Securities Act; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the expiration of the applicable requirements holding period with respect thereto set forth in Rule 144(d) of this Indenture the Securities Act or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if If the proposed transferee is an Agent Member, Member and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Registrar of the Physical Note and written instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its book and records the date and an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) If the proposed transferor is an Agent Member seeking to transfer an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the second anniversary of this Indenture the Issue Date; PROVIDED, HOWEVER, that neither Casella nor any Affiliate of Casella has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar advised Casella and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar advised Casella and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Casella as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Registrar's procedures, 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 IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a an Initial Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of U.S. Physical Notes, Temporary Offshore Physical Notes or Permanent Offshore Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Initial Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Initial Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Note Registrar in writing, that it is purchasing such the Initial Note for its own account or an account with respect to which it exercises sole investment discretion and that it, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (bii) if If the proposed transferee is an Agent Member, and the Initial Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by Notes, Temporary Offshore Physical Notes or Permanent Offshore Physical Notes, or an interest in a the U.S. Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced representing Initial Notes held by an interest in a different Global NoteIAIs, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s 's and the Note Registrar’s procedures's procedures therefor, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note representing Initial Notes held by QIBs in an amount equal to (x) the principal amount of the U.S. Physical Note Notes, Temporary Offshore Physical Notes or such beneficial interest in such transferor Global Note Permanent Offshore Physical Notes, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note so transferred or (y) the amount of interest in the U.S. Global Note representing Initial Notes held by IAIs to be so transferred (in which case the Note Registrar shall reflect on its books and records the date and a an appropriate decrease in the principal amount of such transferor U.S. Global Note, as the case may be).

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company Issuers and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company Issuers and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and procedures of the Note Registrar’s procedures, Registrar and of the Depositary whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) the Registrar shall register the transfer of any Restricted Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the second anniversary of this Indenture the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (including Section 305) and, (ay) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee such Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and procedures of the Note Registrar’s proceduresRegistrar and of the Depositary or Euroclear or Clearstream, as applicable, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with With respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note QIB, the Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 3053.05 and Section 3.13) and, (ai) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee Registrar in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is or is acting through an Agent Member, and the Note to be transferred consists of (A) a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of (B) a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Physical Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon , (I) the Note Registrar shall (x) reflect on its books and records (and make a notation on the relevant Global Note of) the date and an increase in the principal amount of the transferee Global Note or (y) deliver Physical Notes, in each case in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and (II) the Trustee shall (x) cancel the Physical Note so transferred or (y) reflect on its books and records (and make a notation on the relevant Global Note of) the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Notes to a QIB (excluding transfers outside the United States in compliance with Regulation S): (i) If the Note to Non-be transferred consists of (x) U.S. Persons): The Note Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (bii) if If the proposed transferee transferor is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company Issuer and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company Issuer and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and procedures of the Note Registrar’s proceduresRegistrar and of the Depositary, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee U.S. Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes, to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of or any proposed registration of transfer of a Note that is constituting a Restricted Security Note to a QIB (excluding transfers to Non-U.S. Persons): The Note applicable Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 3052.07) and, (ai) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Holder’s Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed advised the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar Issuer and the Company and the Trustee applicable Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note applicable Registrar of written instructions given in accordance with the Depositary’s (in the case of a Dollar Global Note) or Euroclear’s or Clearstream’s, as applicable (in the case of a Euro Global Note), and the Note applicable Registrar’s procedures, whereupon the Note applicable Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the second anniversary of this Indenture the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Registrar's procedures, 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 IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. 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 a QIB (excluding transfers to Non-U.S. Persons): 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 such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company Issuer and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company Issuer and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an interest in a 144A Book-Entry Note that is or a Restricted Security Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with this Section 2.11(b) to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on delivers a certificate in the form of such Exhibit A-8 hereto to the Issuer and the Note statingRegistrar, or has otherwise certified to advised the Issuer and the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed advised the certification provided for on Issuer and the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such the Equipment Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB are QIBs within the meaning of Rule 144A, and is are aware that the sale to it is being made in reliance on Rule 144A and acknowledges acknowledge that it has they have received such information regarding the Company Issuer as it has they have requested pursuant to Rule 144A or has have determined not to request such information and that it is they are aware that the transferor is relying upon its their foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in a 144A Book-Entry Note, the transfer of such interest may be effected only through the book-entry system maintained by the DTC. (bii) if If the proposed transferee is an Agent Membera Direct Participant, and the Equipment Note to be transferred consists of is a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Definitive Note, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the DepositaryDTC’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee Global 144A Book-Entry Note in an amount equal to the principal amount at maturity of the Physical Note or such beneficial interest in such transferor Global Definitive Note to be transferred, and the Indenture Trustee shall cancel the Physical Definitive Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a an Initial Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) the Registrar shall register the transfer of any Initial Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; PROVIDED, HOWEVER, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer if it complies with all other applicable requirements of this Indenture can otherwise be lawfully made under the Securities Act without registering such Initial Note thereunder or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, Member and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or transferred; and (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in a Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of such transferor the Global Note, as Note from which interests are to be transferred in an amount equal to the case may beprincipal amount of the Notes to be transferred and (B) an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Global Note to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note, an interest in a U.S. Global Note that is a Restricted Security or an interest in an Offshore Global Note prior to the removal of the Private Placement Legend to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) either (A) an interest in an Offshore Global Note prior to the removal of the Private Placement Legend or (B) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note that is a Restricted Security to a QIB (excluding transfers other than pursuant to Non-U.S. Persons): The Regulation S): (i) If the Note to be transferred consists of definitive Notes or an interest in the IAI Global Note or a Regulation S Global Note, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked provided the box provided for on Registrar with a certificate substantially in the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee set forth in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; andExhibit D hereto. (bii) if If the proposed transferee is an Agent Member, and the Initial Note to be transferred consists of a Physical Note that after transfer is to be evidenced by definitive Notes or an interest in a the IAI Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Regulation S Global Note, upon receipt by the Note Registrar of written (x) the document, if any, required by paragraph (i) and (y) instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s procedures's procedures therefor, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee QIB Global Note in an amount equal to (x) the principal amount of the Physical Note or such beneficial interest in such transferor Global Note definitive Notes, to be transferred, and the Trustee shall cancel the Physical definitive Note so transferred or (y) the amount of the beneficial interest in the IAI Global Note or the Regulation S Global Note to be so transferred (in which case the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the IAI Global Note or the Regulation S Global Note). (iii) If the proposed transferee is entitled to receive a definitive Note as provided in Section 2.14 and the proposed transferor is an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such transferor Global NoteNote in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon), and the Trustee shall authenticate and deliver, one or more definitive Notes of like tenor and amount. (iv) If the Initial Note to be transferred consists of definitive Notes and the proposed transferee is entitled to receive a definitive Note as provided in Section 2.14, upon receipt by the case may beRegistrar of the document, if any, required by paragraph (i), the Registrar shall register such transfer and the Company shall execute (and the Guarantors will execute the Guarantees thereon), and the Trustee shall authenticate and deliver, one or more definitive Notes of like tenor and amount.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Certificated Note that is or an interest in a Restricted Security Global to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Certificated Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in a Restricted, the transfer of such interest may be effected only through the book-entry system maintained by the Depository. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteU.S. Certificated Notes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee such Restricted Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note U.S. Certificated Notes to be transferred, and the Trustee shall cancel the Physical Certificated Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any 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 such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, stating that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, stating that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) subject to compliance with paragraph (i) above, if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) subject to compliance with paragraph (i) above, if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Note which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, 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 Regulation S Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, transferred and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease (B) an increase in the principal amount of such transferor the 144A Global Note, as Note in an amount equal to the case may beprincipal amount of the Notes to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a an Initial Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (A) Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Initial Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is a QIB, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion (the beneficial owner of which is a QIB) and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (B) an interest in the Global Note, the transfer of such interest may be affected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee transferor is an Agent Member, and the Initial Note to be transferred consists of a Physical Note that Notes, which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee Global Note in an amount equal to the principal amount at maturity of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. 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 a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 3052.8) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company Issuer of such Notes and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company such Issuer and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company such Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) If the Security to be transferred consists of (x) either Offshore Physical Securities prior to the removal of the Private Placement Legend or U.S. Physical Securities, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note Security to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteSecurities, upon receipt by the Note Registrar of written the documents referred to in paragraph (i) above and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee U.S. Global Note Securities in an amount equal to the principal amount at maturity of the U.S. Physical Note or such beneficial interest in such transferor Global Note Securities to be transferred, and the Trustee shall cancel the U.S. Physical Note Securities so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company Issuers and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company Issuers and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and procedures of the Note Registrar’s proceduresRegistrar and of the Depositary, whereupon the Note Registrar Xxxxxxxxx shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Notes to a QIB (excluding transfers outside the United States in compliance with Regulation S): (i) If the Note to Non-be transferred consists of (x) U.S. Persons): The Note Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (bii) if If the proposed transferee transferor is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (a)(i) of this Section 2.08 and instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect (i) If the Certificate to be transferred consists of Restricted Definitive Certificates, or of an interest in any Regulation S Global Certificate during the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Period, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Initial Certificate stating, or has otherwise certified to advised the Note Registrar Trustee and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Initial Certificate stating, or has otherwise certified to Note Registrar advised the Trustee and the Company and the Trustee Registrar in writing, that it is purchasing such Note the Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Trust and/or the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (bii) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon Upon receipt by the Note Registrar of written the documents required by clause (i) above and instructions given in accordance with the Depositary’s DTC's and the Note Registrar’s procedures's procedures therefor, whereupon the Note Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the transferee a Restricted Global Note Certificate in an amount equal to the principal amount of the Physical Note Restricted Definitive Certificates or such beneficial interest interests in such transferor Regulation S Global Note to be Certificate, as the case may be, being transferred, and the Trustee shall cancel such Definitive Certificates or decrease the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Regulation S Global Note, as the case may beCertificate so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-Non U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (ai) if the Note to be transferred consists of Notes in definitive registered form, if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and Registrar, the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and Registrar, the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the procedures of the Registrar and of the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note in definitive registered form or such the beneficial interest in such transferor the relevant Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred in definitive registered form or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as Note in an amount equal to the case may beprincipal amount of the beneficial interest being so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) if the Security to be transferred consists of (x) either Offshore Physical Securities prior to the removal of the Private Placement Legend or U.S. Physical Securities, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to advised the Note Registrar Issuers and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to Note Registrar advised the Issuers and the Company and the Trustee Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A144A or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the Depositary; and (bii) if the proposed transferee is an Agent Member, and the Note Securities to be transferred consists consist of a U.S. Physical Note that Securities which after transfer is are to be evidenced by an interest in a U.S. Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteSecurity, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee applicable U.S. Global Note Security in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Securities to be transferred, and the Trustee shall cancel the U.S. Physical Note Securities so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the first anniversary of this Indenture the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the first anniversary of the Issue Date or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to advised the Note Registrar Co-Issuers and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar advised the Co-Issuers and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Co-Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, 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 Regulation S Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, transferred and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease (B) an increase in the principal amount of such transferor the 144A Global Note, as Note in an amount equal to the case may beprincipal amount of the Notes to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note Security that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this the Indenture (including Section 3053.06 of the Base Indenture) and, (ai) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, and the Note Security to be transferred consists of a Physical Note Security that after transfer is to be evidenced by an interest in a Global Note Security or consists of a beneficial interest in a Global Note Security that after the transfer is to be evidenced by an interest in a different Global NoteSecurity, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note Security in an amount equal to the principal amount of the Physical Note Security or such beneficial interest in such transferor Global Note Security to be transferred, and the Trustee shall cancel the Physical Note Security so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global NoteSecurity, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, , (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Rule 144A Certificated Note that is a Restricted Security or an interest in the Rule 144A Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) Rule 144A Certificated Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account (or an account with respect to which it exercises sole investment discretion discretion) and that each of it and any such account is a QIB within the meaning of Rule 144AQIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the Rule 144A Global Note, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Membera Participant, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteRule 144A Certificated Notes, upon receipt by the Note Registrar of written the documents referred to in clause (i)(x) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Rule 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Rule 144A Certificated Notes to be transferred, and the Trustee shall cancel the Physical Rule 144A Certificated Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any 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 such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, stating that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, stating that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, 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 Regulation S Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, transferred and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease (B) an increase in the principal amount of such transferor the 144A Global Note, as Note in an amount equal to the case may beprincipal amount of the Notes to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Senior Note that is constituting a Transfer Restricted Security Senior Note, or an Interest in a Global Senior Note constituting a Transfer Restricted Senior Note to a QIB QIB: (excluding transfers to Non-U.S. Persons): i) The Note Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Senior Note (or a similar certificate) stating, or has otherwise certified to the Note Registrar advised Anvil and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Senior Note (or a similar certificate) stating, or has otherwise certified to Note Registrar advised Anvil and the Company and the Trustee Registrar in writing, that it is purchasing such the Senior Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Anvil as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A144A and covering the other matters covered in the form of Senior Note; and (bii) if If the proposed transferee is an Agent Member, and the Note Senior Notes to be transferred consists consist of a Physical Note that Definitive Senior Notes which after transfer is are to be evidenced by an interest in a the Rule 144A Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Senior Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s 's and the Note Registrar’s procedures's procedures and the proposed transferee has advised Anvil and the Registrar in writing that the transferee is a QIB and that the sale has been made in compliance with the provisions of Rule 144A, whereupon the Note Registrar and the Depositary shall reflect on its books and records the date and an increase in the principal amount of the transferee Rule 144A Global Senior Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Definitive Senior Notes to be transferred, and the Trustee shall cancel the Physical Note Definitive Senior Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect ----------------- to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security Warrants to a QIB (excluding transfers to Nonnon-U.S. Persons): The Note Registrar ): (i) If the Warrants to be transferred are represented by Certificated Warrants or by an interest in the Regulation S Global Warrant, the Warrant Agent shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Warrant Certificate stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Warrant Agent in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Warrant Certificate stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Warrant Agent in writing, that it is purchasing such Note the Warrants for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing 35 31 representations in order to claim the exemption from registration provided by Rule 144A; and144A. (bii) if If the proposed transferee is an Agent Member, and the Note Warrants to be transferred consists of a Physical Note that after transfer is to be evidenced are represented by Certificated Warrants or an interest in a the Regulation S Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteWarrant, upon receipt by the Note Registrar Warrant Agent of written the documents referred to in clause (i) above and instructions given in accordance with the Depositary’s 's and the Note Registrar’s Warrant Agent's procedures, whereupon the Note Registrar Warrant Agent shall reflect on its books and records the date and an increase in the principal amount of Warrants represented by the transferee Restricted Global Note Warrant in an amount equal to the principal amount of Warrants represented by the Physical Note Certificated Warrants or such beneficial the interest in such transferor the Regulation S Global Note Warrant, as the case may be, to be transferred, and the Trustee Warrant Agent shall cancel the Physical Note so transferred Certificated Warrants or reflect on its books and records decrease the date and a decrease in the principal amount of such transferor the Regulation S Global Note, as the case may beWarrant so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) either Offshore Physical Notes during the Restricted Period or Restricted Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the Global Notes (during the Restricted Period in the case of Offshore Global Notes), the transfer of such interest may be effected only through the book entry system maintained by the Depositary and the transferor delivers to the Trustee a written certificate substantially in the form of Exhibit C hereto. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in paragraph (i) above and instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Restricted Global Note Notes in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Notes to a QIB (excluding transfers outside the United States in compliance with Regulation S): (i) If the Note to Non-be transferred consists of (x) U.S. Persons): The Note Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (bii) if If the proposed transferee transferor is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (a)(i) of this Section 2.08 and instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the second anniversary of this Indenture the Issue Date; PROVIDED, HOWEVER, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Registrar's procedures, 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 IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any 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 such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, stating that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, stating that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, 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 Regulation S Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, transferred and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease (B) an increase in the principal amount of such transferor the 144A Global Note, as Note in an amount equal to the case may beprincipal amount of the Notes to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Note, to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the first anniversary of this Indenture the original date of issuance of such Restricted Security; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the first anniversary of the original date of issuance of such Restricted Security or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, (1) that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and (2) that it is aware that the sale to it is being made in reliance on Rule 144A 144A, and (3) that it acknowledges (A) that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and (B) that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Registrar of the Physical Note and written instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its book and records the date of transfer and an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books and records the date of transfer and (A) a decrease in the principal amount of the IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Security Registrar shall register such transfer if it complies with all other applicable requirements of this the Indenture (including Section 305) and, (ai) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and Security Registrar, the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and Security Registrar, the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note global note that after the transfer is to be evidenced by an interest in a different Global Noteglobal note, upon receipt by the Note Security Registrar of written instructions given in accordance with the Depositary’s procedures of the Security Registrar and of the Note Registrar’s proceduresDepositary or Euroclear or Clearstream, as applicable, whereupon the Note Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note global note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note global note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may beglobal note.

Transfers to QIBs. The following provisions shall apply with respect to the registration of or any proposed registration of transfer of a Senior Discount Note that is constituting a Restricted Security Senior Discount Note to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Holder's Senior Discount Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Senior Discount Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is an Agent Member, and the Note Senior Discount Notes to be transferred consists consist of a Physical Note that Senior Discount Notes which after transfer is are to be evidenced by an interest in a the Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Senior Discount Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee Global Senior Discount Note in an amount equal to the principal amount at maturity of the Physical Note or such beneficial interest in such transferor Global Note Senior Discount Notes to be transferred, and the Trustee shall cancel the Physical Note Senior Discount Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 3053.05) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee Note Registrar in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The ): (A) if the Restricted Note consists of Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Holder's Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Holder's Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that such transferee represents and warrants that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A, and (B) if the Restricted Note consists of an interest in the Restricted Global Note, unless otherwise provided in this Indenture, the transfer of such interest may only be effected through the book-entry system maintained by the Depository; and (bii) if the proposed transferee is an a DTC Agent Member, and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Restricted Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s DTC's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Restricted Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Certificated Note that is or an interest in a Restricted Security Global to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Certificated Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in a Restricted Global, the transfer of such interest may be effected only through the book entry system maintained by the Depository. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteU.S. Certificated Notes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee such Restricted Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note U.S. Certificated Notes to be transferred, and the Trustee shall cancel the Physical Certificated Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) either Offshore Physical Notes prior to the removal of the Private Placement Legend or U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) either an interest in Offshore Global Notes prior to the removal of the Private Placement Legend or an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in paragraph (i) above and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note, an interest in a U.S. Global Note that is a Restricted Security or an interest in an Offshore Global Note prior to the removal of the Private Placement Legend to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) either (A) an interest in an Offshore Global Note prior to the removal of the Private Placement Legend or (B) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in a U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by Notes or an interest in a an Offshore Global Note or consists prior to the removal of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NotePrivate Placement Legend, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee U.S. Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Note Notes or such beneficial interest in such transferor the Offshore Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Notes so transferred or decrease the amount of the Offshore Global Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Notean amount, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Certificated Note that is or an interest in a Restricted Security U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Certificated Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in a U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depository. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteU.S. Certificated Notes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee such U.S. Global Note in an amount equal to the principal amount at maturity of the Physical Note or such beneficial interest in such transferor Global Note U.S. Certificated Notes to be transferred, and the Trustee shall cancel the Physical Certificated Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) either Offshore Physical Notes prior to the removal of the Private Placement Legend or U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on a certificate substantially in the form of such Note EXHIBIT C stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in paragraph (i) above and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Certificated Note that is or an interest in a Restricted Security Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) Certificated Notes, the Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) the transfer, if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee in writingRegistrar, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations representation in order to claim the exemption from registration provided for by Rule 144A; and144A or (y) an interest in the Restricted Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteCertificated Notes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Restricted Global Note Notes in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Certificated Notes to be transferred, transferred and the Trustee shall cancel the Physical Note Certificated Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar advised FelCor LP and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar other-wise advised FelCor LP and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding FelCor LP and the Company Guarantors as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee U.S. Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes, to be transferred, and the Trustee Registrar shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar advised FelCor LP and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar other-wise advised FelCor LP and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding FelCor LP and the Company Guarantors as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee U.S. Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes, to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Certificated Note that is or an interest in a Restricted Security DTC Global to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Certificated Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in a DTC Global, the transfer of such interest may be effected only through the book entry system maintained by the Depository. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteU.S. Certificated Notes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee such DTC Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note U.S. Certificated Notes to be transferred, and the Trustee shall cancel the Physical Certificated Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with With respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note ), the Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 3053.05 and 3.14(g)) and, (ai) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar Issuers and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar the Issuers and the Company and the Trustee Registrar in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (bii) if the proposed transferee is or is acting through an Agent Member, and the Note to be transferred consists of (A) a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of (B) a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records (and make a notation on the relevant Global Note of) the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records (and make a notation on the relevant Global Note of) the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of a Note that is a Restricted Security Warrants to a QIB (excluding transfers to Nonnon-U.S. Persons): The Note Registrar ): (i) If the Warrants to be transferred are represented by Certificated Warrants, the Warrant Agent shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Warrant Certificate stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Warrant Agent in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Warrant Certificate stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Warrant Agent in writing, that it is purchasing such Note the Warrants for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (bii) if If the proposed transferee is an Agent Member, and the Note Warrants to be transferred consists of a Physical Note that after transfer is to be evidenced are represented by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteCertificated Warrants, upon receipt by the Note Registrar Warrant Agent of written the documents referred to in clause (i) above and instructions given in accordance with the Depositary’s 's and the Note Registrar’s Warrant Agent's procedures, whereupon the Note Registrar Warrant Agent shall reflect on its books and records the date and an increase in the principal amount of Warrants represented by the transferee Global Note Warrant in an amount equal to the principal amount of Warrants represented by the Physical Note or such beneficial interest in such transferor Global Note Certificated Warrants to be transferred, and the Trustee Warrant Agent shall cancel the Physical Note Certificated Warrants so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted U.S. Physical Security or an interest in the U.S. Global Security to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) If the Security (including the Guarantee) to be transferred consists of (x) U.S. Physical Securities, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to advised the Note Registrar Company, the Guarantor and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to Note Registrar advised the Company, the Guarantor and the Company and the Trustee Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company and the Guarantor as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Security, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note Security to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteSecurities, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Security in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Securities to be transferred, transferred and the Trustee shall cancel the U.S. Physical Note Security so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a an Initial Note that is a Restricted Security to a QIB QIB: (excluding transfers i) If the Note to Non-U.S. Persons): The be transferred consists of Certificated Notes, the Note Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Initial Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Initial Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Note Registrar in writing, that it is purchasing such the Initial Note for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (bii) if If the proposed transferee is an Agent Member, and the Initial Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteCertificated Notes, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s 's and the Note Registrar’s procedures's procedures therefor, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Certificated Notes to be transferred, and the Trustee shall cancel the Physical Certificated Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect ----------------- to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-Non- U.S. Persons): The ): (i) If the Note to be transferred consists of (x) either Offshore Physical Notes prior to the removal of the Private Placement Legend or U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to advised the Note Registrar Obligors and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar advised the Obligors and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Obligors as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) above and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee U.S. Global Note Notes in an amount equal to the principal amount at maturity of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, transferred and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) either Offshore Physical Notes or U.S. Physical Notes, in each case, prior to the removal of the Private Placement Legend, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company and the Guarantors as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in paragraph (i) above and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect ----------------- to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted an Initial Security to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) the Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements of this Indenture is after the Resale Restriction Termination Date or (including Section 305y) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified represented to the Note Registrar and the Company and the Trustee Registrar, in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, Member and the Note Securities to be transferred consists consist of a Physical Note that Securities which after transfer is are to be evidenced by an interest in a the 144A Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteSecurity, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note Security in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Securities to be transferred, and the Trustee shall cancel the Physical Note Security so transferred or transferred; and (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of such transferor the Global Note, as Security from which interests are to be transferred in an amount equal to the case may beprincipal amount of the Securities to be transferred and (B) an increase in the principal amount of the 144A Global Security in an amount equal to the principal amount of the Global Security to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is constituting a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note (i) the Registrar shall register the transfer, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer if it complies with all other applicable requirements is after the second anniversary of this Indenture the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Note, or portion thereof, at any time on or prior to such second anniversary of the Issue Date or (including Section 305) and, (ay) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and and (bii) if the proposed transferee is an Agent Member, and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee such Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note that is a Restricted Security to a QIB (excluding transfers other than pursuant to Non-U.S. Persons): The Regulation S): (i) If the Note to be transferred consists of Notes or an interest in the IAI Global Note or a Regulation S Global Note, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked provided the box provided for on Registrar with a certificate substantially in the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee set forth in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; andExhibit D hereto. (bii) if If the proposed transferee is an Agent Member, and the Initial Note to be transferred consists of a Physical Note that after transfer is to be evidenced by Notes or an interest in a the IAI Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Regulation S Global Note, upon receipt by the Note Registrar of written (x) the document, if any, required by paragraph (i) and (y) instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s procedures's procedures therefor, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee QIB Global Note in an amount equal to (x) the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes, to be transferred, and the Trustee shall cancel the Physical definitive Note so transferred or (y) the amount of the beneficial interest in the IAI Global Note or the Regulation S Global Note to be so transferred (in which case the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the IAI Global Note or the Regulation S Global Note). (iii) If the proposed transferee is entitled to receive a definitive Note as provided in Section 2.14 and the proposed transferor is an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depository's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such transferor Global NoteNote in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon), and the Trustee shall authenticate and deliver, one or more Notes of like tenor and amount. (iv) If the Initial Note to be transferred consists of Notes and the proposed transferee is entitled to receive a definitive Note as provided in Section 2.14, upon receipt by the case may beRegistrar of the document, if any, required by paragraph (i), the Registrar shall register such transfer and the Company shall execute (and the Guarantors will execute the Guarantees thereon), and the Trustee shall authenticate and deliver, one or more Notes of like tenor and amount.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted an Initial Security to a QIB (excluding transfers to or by Non-U.S. Persons): The ): (i) If the Note to be transferred consists of U.S. Physical Notes or an interest in the Temporary Offshore Global Note, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Initial Security stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Initial Security stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such Note the Initial Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB 36 42 within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (bii) if If the proposed transferee is an Agent Member, and the Note Initial Security to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by Notes or an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Temporary Offshore Global Note, upon receipt by the Note Registrar registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Note or such beneficial the interest in such transferor the Temporary Offshore Global Note Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records decrease the date and a decrease in the principal amount of such transferor the Temporary Offshore Global Note, as the case may beNote so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is an interest in a Restricted Security Note (other than a Temporary Regulation S Global Note) to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to advised the Issuer and the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to advised the Issuer and the Note Registrar and the Company and the Trustee in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB are QIBs within the meaning of Rule 144A, and is are aware that the sale to it is being made in reliance on Rule 144A and acknowledges acknowledge that it has they have received such information regarding the Company Issuer as it has they have requested pursuant to Rule 144A 144A(d) or has have determined not to request such information and that it is they are aware that the transferor is relying upon its their foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in a Rule 144A Global Note, the transfer of such interest may be effected only through the book-entry system maintained by the Depository. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of is a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Definitive Note, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Rule 144A Global Note and shall instruct the Depository to reflect an increase in the principal amount of the beneficial interest in the Rule 144A Global Note, in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Definitive Note to be transferred, and the Indenture Trustee shall cancel the Physical Definitive Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Definitive Senior Note that is or an interest in a Restricted Security Global Note to a QIB (excluding transfers to Non-Non- U.S. Persons): The ): (i) If the Senior Note to be transferred consists of (x) a Restricted - Definitive Senior Note, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Senior Note stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Senior Note stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such the Senior Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer and Bermuda Holdings as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in a Restricted - Global Note, the transfer of such interest may be effected only through the book entry system maintained by the DTC. (bii) if If the proposed transferee is an Agent Member, and the Senior Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteRestricted Definitive Senior Notes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s DTC's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Restricted Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Restricted Definitive Senior Note to be transferred, transferred and the Trustee shall cancel the Physical Restricted Definitive Senior Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Note, a U.S. Physical Note, an interest in a U.S. Global Note that is a Restricted Security or an interest in an Offshore Global Note to a QIB (excluding transfers non-US Persons): (i) If the Note to Non-be transferred consists of (x) either (A) an interest in an Offshore Global Note prior to the removal of the Private Placement Legend or (B) U.S. Persons): The Physical Notes, the Note Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Initial Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Initial Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Note Registrar in writing, that it is purchasing such the Initial Note for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by 44 34 Rule 144A; and144A or (y) an interest in a U.S. Global Note, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Initial Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s procedures's procedures therefor, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the U.S. Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) either Offshore Physical Notes prior to the removal of the Private Placement Legend or U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book entry system maintained by the Depository. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in paragraph (i) above and instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee Registrar shall cancel the U.S. Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted U.S. Physical Security or an interest in the U.S. Global Security to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) If the Security to be transferred consists of (A) U.S. Physical Securities, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to advised the Note Registrar Issuer and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to Note Registrar advised the Issuer and the Company and the Trustee Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (B) an interest in the U.S. Global Security, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note Security to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteSecurities, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Security in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Securities to be transferred, and the Trustee shall cancel the U.S. Physical Note Security so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Note to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the 41 35 transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Note, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the transferee U.S. Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes, to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note that is a Restricted Security or an interest in the U.S. Global Notes to a QIB (excluding transfers outside the United States in compliance with Regulation S): (i) If the Note to Non-be transferred consists of (x) U.S. Persons): The Note Physical Notes, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Registrar in writing, that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Notes, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (bii) if If the proposed transferee transferor is an Agent Member, and the Note to be transferred consists of a U.S. Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar of written the documents referred to in clause (a)(i) of this Section 2.09 and instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note Notes in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note ): (i) if the Security to be transferred consists of (x) either Offshore Physical Securities prior to the removal of the Private Placement Legend or U.S. Physical Securities, the Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note Security stating, or has otherwise certified to advised the Note Registrar Issuers and the Company and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note Security stating, or has otherwise certified to Note Registrar advised the Issuers and the Company and the Trustee Registrar in writing, that it is purchasing such Note the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A144A or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the Depositary; and (bii) if the proposed transferee is an Agent Member, and the Note Securities to be transferred consists consist of a U.S. Physical Note that Securities which after transfer is are to be evidenced by an interest in a U.S. Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteSecurity, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s Depository's and the Note Registrar’s 's procedures, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee applicable U.S. Global Note Security in an amount equal to the principal amount of the U.S. Physical Note or such beneficial interest in such transferor Global Note Securities to be transferred, and the Trustee shall cancel the U.S. Physical Note Securities so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a an Initial Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note to be transferred consists of Physical Notes, the Note Registrar shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Initial Note stating, or has otherwise certified to the Note Registrar and advised the Company and the Trustee Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a the transferee who has signed the certification provided for on the form of such Note Initial Note, stating, or has otherwise certified to Note Registrar and advised the Company and the Trustee Note Registrar in writing, that it is purchasing such the Initial Note for its own account or an account with respect to which it exercises sole investment discretion and that it, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (bii) if If the proposed transferee is an Agent Member, and the Initial Note to be transferred consists of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different U.S. Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s proceduresprocedures therefor, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee U.S. Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred. - 58 - (iii) If the Note to be transferred or consists of an interest in the U.S. Global Note, and the proposed transferee is a Agent Member, the Note Registrar shall reflect such transfer on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may berecords.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB QIB: (excluding transfers to Non-U.S. Persons): The Note i) the Registrar shall register the transfer of any 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 such transfer is being made by a proposed transferor who has checked the box provided for on the form of such applicable Global Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, stating that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such applicable Global Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, stating that it is purchasing such the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (bii) if the proposed transferee is an Agent Member, a Participant and the Note Notes to be transferred consists consist of a Physical Note that Notes which after transfer is are to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different 144A Global Note, upon receipt by the Note Registrar of the Physical Note and written instructions given in accordance with the DepositaryDepository’s and the Note Registrar’s procedures, whereupon the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the transferee 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, 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 IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company Issuer and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company Issuer and the Trustee in writing, that it is purchasing such Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (b) if the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and procedures of the Note Registrar’s proceduresRegistrar and of the Common Depositary, whereupon the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note, an interest in a 144A Global Note, a Regulation S Physical Note that is prior to the removal of the Private Placement Legend or an interest in a Restricted Security Regulation S Global Note prior to the removal of the Private Placement Legend to a QIB (excluding transfers to Non-U.S. Persons): The ): (i) If the Note Registrar to be transferred consists of (x) either (A) a Regulation S Physical Note prior to the removal of the Private Placement Legend or an interest in a Regulation S Global Note prior to the removal of the Private Placement Legend or (B) a U.S. Physical Note, the Trustee shall register such the transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to advised the Note Registrar and the Company Issuer and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee whom the transferor reasonably believes is a QIB and who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and advised the Company Issuer and the Trustee in writing, that it is purchasing a QIB and is aware that such Note is being transferred in reliance on Rule 144A and that it is acquiring such Note for its own account or an for the account with respect to of one or more other QIBs over which it exercises sole investment discretion and that (in which latter case it and any has given notice to each such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it Note is being made transferred in reliance on Rule 144A) or (y) an interest in the 144A and acknowledges that it has received Global Notes, the transfer of such information regarding interest may be effected only through the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that book entry system maintained by the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; andDepositary. (bii) if If the proposed transferee is an Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different Global NoteNotes, upon receipt by the Note Registrar Trustee of written the documents referred to in clause (i) and instructions given in accordance with the Depositary’s 's and the Note Registrar’s Trustee's procedures, whereupon the Note Registrar Trustee shall reflect on its books and records the date and an increase in the principal amount of the transferee 144A Global Note Notes in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note Notes to be transferred, and the Trustee shall cancel the Physical Note Notes so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may betransferred.