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 an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer and the 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 Equipment Note stating, or has otherwise advised Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs within the meaning of Rule 144A, are aware that the sale to it is being made in reliance on Rule 144A and acknowledge that they have received such information regarding Issuer as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-Non- U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive either Offshore Physical Notes prior to the removal of the Private Placement Legend or U.S. Physical Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Notethe U.S. Global Notes, the transfer of such interest may be effected only through the book-book entry system maintained by the DTCDepositary. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note to be transferred is a Definitive Noteconsists of U.S. Physical Notes, upon receipt by the Note Registrar of the documents referred to in clause paragraph (i) above and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note U.S. Global Notes in an amount equal to the principal amount at maturity of the Definitive Note U.S. Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note U.S. Physical Notes so transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security, whether or not such Security 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 Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Securities to be transferred is a Definitive Noteconsist of Physical Securities which after transfer are to be evidenced by an interest in the 144A Global Security, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Security and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Security in an amount equal to the principal amount at maturity of the Definitive Note Physical Securities to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note Physical Securities so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S 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 the Regulation S Global Security in an amount equal to the principal 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 Securities to be transferred.

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 or constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note The Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A. (ii) If Subject to compliance with clause (i), if the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Applicable Procedures and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred. (iii) Subject to compliance with clause (i), if the Notes to be transferred consist of Physical Notes, the Registrar shall reflect on its books and records the date and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and principal amount. (iv) Subject to compliance with clause (i), if the proposed transferor is an Agent Member holding a beneficial interest in a Global Note and the proposed transferee is an Agent Member who will hold a beneficial interest in a Global Note, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred and a corresponding increase in the Global Note to which such beneficial interest is transferred. (v) Subject to compliance with clause (i), if the proposed transferor is an Agent Member holding a beneficial interest in a Global Note and the proposed transferee’s interest will be evidenced by a Physical Note, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Indenture Company shall execute and the Trustee shall cancel the Definitive Note so transferredauthenticate and deliver one or more Physical Notes of like tenor and principal amount.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after the second anniversary of 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 (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised the Issuer and the 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 Equipment applicable Global Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security, whether or not such Security 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 Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Securities to be transferred is a Definitive Noteconsist of Physical Securities which after transfer are to be evidenced by an interest in the 144A Global Security, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Security in an amount equal to the principal amount at maturity of the Definitive Note Physical Securities to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note Physical Securities so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the IAI Global Security or the Regulation S 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 the IAI Global Security or the Regulation S Global Security, as the case may be, in an amount equal to the principal 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 Securities to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with this Section 2.10(b2.11(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer 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 Equipment Exhibit A-8 hereto to the Issuer and the Note statingRegistrar, or has otherwise advised the Issuer and the Note Registrar 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 Equipment Note stating, or has otherwise advised Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs within the meaning of Rule 144A, are aware that the sale to it is being made in reliance on Rule 144A and acknowledge that they have received such information regarding the Issuer as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s 's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note 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 is after the expiration of the applicable holding period with 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 holding period with respect thereto set forth in Rule 144(d) of the Securities Act or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised the Issuer and the 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 Equipment applicable Global Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepositary’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Depositary’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 Notes to be transferred.

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 Permanent Global Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Permanent Global Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised the Issuer and the 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 Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that (A) it is purchasing 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 are QIBs within the meaning of Rule 144A, (B) it is or such QIBs are aware that the sale to it is being made in reliance on Rule 144A and acknowledge that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they (C) it is or such QIBs are aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 144A, (D) it and all such QIBs have duly executed and delivered to the Issuer a Confidentiality Agreement, and (E), so long as the License Agreement has not been terminated, neither it nor any such QIBs is engaged in, or is an Affiliate of a Person engaged in, the business of developing, manufacturing or marketing pharmaceutical or diagnostic products or (y) an interest in a 144A Book-Entry Permanent Global Note, the transfer of such interest Beneficial Interest may be effected only through the book-entry system maintained by DTC and to the extent provided in the agreement with DTC, and in each case, each transferee and QIB has delivered to the Registrar a Confidentiality Agreement duly executed by such transferee and QIB, respectively. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in clause (i) ), including the Confidentiality Agreement, and instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Permanent Global Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferredtransferred (upon written direction from the Registrar if different from the Trustee).

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Initial Certificate to a QIB qualified institutional buyer (excluding Non-U.S. Persons):“QIB”), as defined in Rule 144A: (i) If the Equipment Note Class A Certificate to be transferred consists of (x) Definitive NotesCertificates, the Note Registrar shall register the transfer transfer, if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Class A Certificate stating, or has otherwise advised Issuer the Trustee and the 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 Equipment Note Initial Certificate stating, or has otherwise advised Issuer the Trustee and the Note Registrar in writing, that it is purchasing the Equipment Note Initial Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, and the Person on whose behalf it and is acting with respect to any such account are QIBs account, is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Trust and/or the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A. (ii) If the proposed transferee is a Direct Participant, DTC Participant and the Equipment Note Class A Certificate to be transferred is a consists of Definitive NoteCertificates, upon receipt by the Note Registrar of the documents referred to in clause (i) above and instructions given in accordance with the DTC’s and the Note Registrar’s proceduresprocedures therefor, the Note Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Certificates in an amount equal to the principal amount at maturity of the Definitive Note to be Certificates being transferred, and the Indenture Trustee shall cancel the such Definitive Note Certificates so transferred.

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 Initial Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note 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 can otherwise be lawfully made under the Securities Act without registering such Initial Note thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, an Agent Member and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note so 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 the Global Note from which interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 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 an interest in a 144A Book-Entry Initial Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar or co-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 can otherwise be lawfully made under the Securities Act without registering such Initial Note thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar or co-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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar or co-Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, an Agent Member and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar or co-Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's or co-Registrar's procedures, the Note Registrar or co-Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note so transferred; and (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in the Regulation S Global Note following the expiration of the Restricted Period, upon receipt by the Registrar or co-Registrar of written instructions given in accordance with the Depository's and the Registrar's or co-Registrar's procedures, the Registrar or co-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 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 Regulation S Global Note to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i1) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after the first anniversary of the original date of issuance of such Note (or until an earlier transfer if (i) such Note is transferred following the six-month anniversary of the original date of issuance of such Note in accordance with this Indenture and (ii) the Issuer has at the time of such transfer filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve-month period preceding the date of transfer); 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 Note (or until an earlier transfer if (i) such Note is transferred following the six-month anniversary of the original date of issuance of such Note in accordance with this Indenture and (ii) the Issuer has at the time of such transfer filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve-month period preceding the date of transfer) (it being understood that the Registrar shall have no responsibility to confirm whether the Issuer or its Affiliates so held any beneficial interest in such Note, or portion thereof, during such time) or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised the Issuer and the Note 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 Equipment applicable Global Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are (2) that it is aware that the sale to it is being made in reliance on Rule 144A 144A, and acknowledge (3) that they have it acknowledges (A) that it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and (B) that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii2) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date of transfer and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note Physical Notes so transferred; and (3) 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 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 144A Global Note in an amount equal to the principal amount of the Notes to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed offer, pledge, resale or other transfer (each a “transfer”) of an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons):Class B Certificates: (i) If the Equipment Note Class B Certificate to be transferred consists of (x) Definitive NotesCertificates, the Note Registrar shall register the transfer transfer, if such transfer is being made by a proposed transferor who has checked made the box provided for statement set forth on the form of Equipment Note Class B Certificate stating, or has otherwise advised Issuer the Trustee and the 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 Equipment Note the Class B Certificate stating, or has otherwise advised Issuer the Trustee and the Note Registrar in writing, that it is purchasing the Equipment Note Class B Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it, and the Person on whose behalf it is acting with respect to any such account, is a qualified institutional buyer (“QIB”) within the meaning of Rule 144A, and unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement, or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to the Registration Rights Agreement, 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. (ii) If the proposed transferee is a DTC Participant and the Class B Certificate to be transferred consists of Definitive Certificates, upon receipt by the Registrar of the documents referred to in clause (i) above and instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of Global Certificates in an amount equal to the principal amount of the Definitive Certificates being transferred, and the Trustee shall cancel such Definitive Certificates so transferred. (iii) At all times for so long as Class B Certificates are outstanding, by its acceptance of any Class B Certificate, each Holder of a Class B Certificate acknowledges the restrictions on transfer of such Class B Certificate and any interest therein set forth in this Trust Supplement and agrees that it will transfer such Class B Certificate and any interest therein only as provided in this Trust Supplement. The Registrar shall not register a transfer of any Class B Certificate, for so long as the Class B Certificates are outstanding, unless such transfer is being made to a proposed transferee who has provided the transfer notice attached to the form of Class B Certificate stating that it is purchasing the Class B Certificate for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within is a QIB. Unless and until (i) an Initial Certificate is sold under an effective Shelf Registration Statement, or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to the meaning Registration Rights Agreement, each Class B Certificateholder, by its acceptance of Rule 144Athe Class B Certificates, are aware agrees, in connection with any transfer of its Class B Certificates, to furnish the Registrar or the Trustee and the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that the sale to it such transfer is being made to a QIB in reliance on compliance with Rule 144A under the Securities Act and acknowledge that they have received such information regarding Issuer as they have requested pursuant to Rule 144A an exemption from, or have determined a transaction not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Notesubject to, the transfer of such interest may be effected only through the book-entry system maintained by the DTC. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar registration requirements of the documents referred to in clause (i) Securities Act and instructions given in accordance with the DTC’s terms and provisions of this Article IV of this Trust Supplement; provided that the Registrar and the Note Registrar’s proceduresTrustee shall not be required to determine the sufficiency of any such certifications, legal opinions or other information and shall be fully protected in relying thereon. From and after the Note Registrar shall reflect on occurrence of a Registration Event, each Class B Certificateholder, by its books and records the date and an increase in the principal amount at maturity acceptance of the 144A Book-Entry Note Class B Certificates, agrees, in an amount equal connection with any transfer of its Class B Certificates, to furnish the principal amount at maturity of Registrar or the Definitive Note to be transferred, Trustee and the Indenture Trustee shall cancel Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made to a QIB in compliance with Rule 144A under the Definitive Note so transferredSecurities Act.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security, whether or not such 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 Equipment applicable Global Note stating, or has otherwise advised Issuer and the Note Registrar 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 Equipment applicable Global Note stating, or has otherwise advised Issuer and the Note Registrar in writing, stating that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer ESH REIT as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive Noteconsist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Notes, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Notes in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Notes to be transferred and (B) an increase in the principal amount of the 144A Global Notes in an amount equal to the principal 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 an interest in a 144A Book-Entry Restricted Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted 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 or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration under the Securities Act provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note 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 Notes to be transferred.

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 Initial Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note 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 can otherwise be lawfully made under the Securities Act without registering such Initial Note thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, an Agent Member and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note so 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 the Global Note from which interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 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 an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b2.11(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer 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 Equipment Exhibit B-8 hereto to the Issuer and the Note statingRegistrar, or has otherwise advised the Issuer and the 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 Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs within the meaning of Rule 144A, are aware that the sale to it is being made in reliance on Rule 144A and acknowledge that they have received such information regarding the Issuer as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

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 or Security constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Security 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Security Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Securities to be transferred is a Definitive Noteconsist of Physical Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Note Security Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depositary's and the Note Security Registrar’s 's procedures, the Note Security Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Security in an amount equal to the principal amount at maturity of the Definitive Note Physical Securities to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Securities so transferred; and (iii) If the Securities to be transferred consist of IAI Securities, upon the registration of such transfer according to this Section such Securities shall cease to be IAI Securities and may be evidenced by Physical Securities or interests in a Global Security.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 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 or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Notes to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer or exchange of an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer or exchange is at least one year after the later of the date of issuance of such Note and the last date on which the Company or any of their Affiliates was the owner of such Note or any predecessor of such Note and on which the Company instruct the Trustee that the Private Placement Legend shall be deemed to have been removed from such Note (and the Company shall provide an Officer’s Certificate if the Company or any Affiliate thereof has acquired a beneficial interest in such Note) or (y) such transfer or exchange is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised Issuer the Company and the 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 Equipment applicable Global Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Notes and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note 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 Depository’s and the Registrar’s procedures, the 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 at maturity 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 or exchanged and (B) direct the Depository to increase the principal amount of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note interest to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferredtransferred or exchanged.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security and the transfer of the beneficial interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Initial Security to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Security Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, and the transfer of the beneficial interest in an Initial Security may be made 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 Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder, (y) in the case of the registration of a transfer by the Security Registrar, such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Security 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Security Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (yz) in the case of the transfer of the beneficial interest in an Initial Security, (other than a transfer by an Agent Member, to which clause (ii) below shall apply), the transfer is made in accordance with Rule 144A under the Securities Act; and (ii) if the proposed transferor is an Agent Member seeking to transfer 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive NoteRegulation S Global Security, upon receipt by the Note Security Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Security Registrar’s 's procedures, the Note Security Registrar shall register the transfer and reflect on its books and records the date and an increase (A) a decrease in the principal amount at maturity of the 144A Book-Entry Note Regulation S Global Security from which interests are to be transferred in an amount equal to the principal amount at maturity of the Definitive Note 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, and the Indenture Trustee shall cancel the Definitive Note so transferred.

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 or constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security to a QIB if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Note stating, or has otherwise advised Issuer the Company and the 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 Equipment applicable Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; and (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) physical Note and written instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Depositary'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 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 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 or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised Issuer the Company and the 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 Equipment applicable Global Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with this Section 2.10(b2.11(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer 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 Equipment Exhibit B-8 hereto to the Issuer and the Note statingRegistrar, or has otherwise advised the Issuer and the Note Registrar 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 Equipment Note stating, or has otherwise advised Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs within the meaning of Rule 144A, are aware that the sale to it is being made in reliance on Rule 144A and acknowledge that they have received such information regarding the Issuer as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Debenture, an interest in a 144A Book-Entry Note 100X Xxxxxx Xxxxxxxxx, a Regulation S Physical Debenture prior to the removal of the Private Placement Legend or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof a Regulation S Global Debenture prior to the removal of the Private Placement Legend to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note Debenture to be transferred consists of (x) Definitive Noteseither (A) a Regulation S Physical Debenture prior to the removal of the Private Placement Legend or an interest in a Regulation S Global Debenture prior to the removal of the Private Placement Legend or (B) a U.S. Physical Debenture, the Note Registrar Trustee shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Debenture stating, or has otherwise advised Issuer the Company and the Note Registrar 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 Equipment Note Debenture stating, or has otherwise advised Issuer the Company and the Note Registrar Trustee in writing, that it is purchasing the Equipment Note a QIB and is aware that such Debenture is being transferred in reliance on Rule 144A and that it is acquiring such Debenture 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 are QIBs within the meaning of Rule 144A, are aware that the sale to it Debenture is being made transferred in reliance on Rule 144A and acknowledge that they have received such information regarding Issuer as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A 144A) or (y) an interest in a the 144A Book-Entry NoteGlobal Debentures, the transfer of such interest may be effected only through the book-book entry system maintained by the DTCDepositary. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Debenture to be transferred is a Definitive Noteconsists of Physical Debentures, upon receipt by the Note Registrar Trustee of the documents referred to in clause (i) and instructions given in accordance with the DTCDepositary’s and the Note RegistrarTrustee’s procedures, the Note Registrar Trustee shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Debentures in an amount equal to the principal amount at maturity of the Definitive Note Physical Debentures to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Debentures so transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after the second anniversary of 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 (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised the Issuer and the 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 Equipment applicable Global Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Notes to be transferred.

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 Initial Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note 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 can otherwise be lawfully made under the Securities Act without registering such Initial Note thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, an Agent Member and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note so 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 Depositary'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 Global Note from which interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 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 or exchange of an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer or exchange of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer or exchange is at least one year after the later of the date of issuance of such Note and the last date on which the Issuers or any of their Affiliates was the owner of such Note or any predecessor of such Note and on which the Issuers instruct the Trustee that the Private Placement Legend shall be deemed removed from such Note (and the Company shall provide an Officer’s Certificate if the Issuers or any Affiliate thereof has acquired a beneficial interest in such Note) or (y) such transfer or exchange is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised Issuer the Issuers and the 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 Equipment applicable Global Note stating, or has otherwise advised Issuer the Issuers and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Issuers as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive or exchanged consist of Physical Notes which after transfer or exchange are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Notes and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note 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 Depository’s and the Registrar’s procedures, the 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 at maturity 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 or exchanged and (B) direct the Depository to increase the principal amount of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note interest to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferredtransferred or exchanged.

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 or Security constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised the Issuer and the 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 Equipment Note Security stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the Issuer and the transferor is are relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 144A; if the Trustee or (y) the Issuer shall so request, such proposed transferor shall have delivered an interest Opinion of Counsel, an Officers' Certificate and such other information as the Trustee or the Issuer may reasonably require in a 144A Book-Entry Note, the transfer of connection with such interest may be effected only through the book-entry system maintained by the DTC.proposed transfer; and (ii) If if the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Securities to be transferred is a Definitive Noteconsist of Certificated Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Security in an amount equal to the principal amount at maturity of the Definitive Note Certificated Securities to be transferred, and the Indenture Trustee shall cancel the Definitive Note Certificated Securities so transferred; and (iii) if the proposed transferee is an Agent Member, and the Securities to be transferred consist of a beneficial interest in a Global Security which after transfer is to continue to be evidenced by an interest in a Global Security, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records (A) the date, (B) a decrease in the principal amount of the Global Security in which the transferor owns the beneficial interest to be transferred in an amount equal to the principal amount of the beneficial interest to be transferred and (C) an increase in the principal amount of the Global Security in which the transferee will hold its beneficial interest in a like amount; and (iv) if the Securities to be transferred consist of IAI Securities, upon the registration of such transfer according to this Section 2.16 such Securities shall cease to be IAI Securities and may be evidenced by Certificated Securities or interests in a Global Security in denominations of $1,000 and any integral multiple thereof.

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 or constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Notes so 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 the Global Note from which interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 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 an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Initial Certificate to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note Initial Certificate to be transferred consists of (x) Definitive Notesan interest in any Offshore Global Certificate prior to the Regulation S Restricted Date, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note U.S. Physical Certificate or delivered a certificate to the Trustee in the form of Exhibit E hereto stating, or has otherwise advised Issuer the Trustee and the Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who who, in the case of an Offshore Global Certificate transferred prior to the Regulation S Restricted Date, has signed the certification provided for on the form of Equipment Note in Exhibit E hereto, stating, or has otherwise advised Issuer the Trustee and the Note Registrar in writing, that it is purchasing the Equipment Note 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 are QIBs account, is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge has been advised of the applicable transfer restrictions relating to the Initial Certificates and acknowledges that they have it has received such information regarding Issuer the Trust and/or the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Note, upon Upon receipt by the Note Registrar of the documents referred to in clause (i) above and instructions given in accordance with the DTC’s 's and the Note Registrar’s procedures's procedures therefor, the Note Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount at maturity of the 144A Book-Entry Note U.S. Global Certificate in an amount equal to the principal amount at maturity of the Definitive Note to be interests in the Offshore Global Certificate being transferred, and the Indenture Trustee shall cancel decrease the Definitive Note amount of such Offshore Global Certificate so transferred.

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 Senior Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Senior Note to be transferred consists of (x) Definitive Physical Notes, the Note Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Senior Note stating, or has otherwise advised Issuer the Operating Partnership and the Note Security 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 Equipment Senior Note stating, or has otherwise advised Issuer the Operating Partnership and the Note Security Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Operating Partnership as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Notethe Global Notes, the transfer of such interest may be effected only through the book-book entry system maintained by the DTC. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Senior Note to be transferred is a Definitive Noteconsists of Physical Notes, upon receipt by the Note Security Registrar of the documents referred to in clause paragraph (i) above and instructions given in accordance with the DTC’s 's and the Note Security Registrar’s 's procedures, the Note Security Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Notes in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Notes so transferred.

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 or constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer LNR and the 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 Equipment Note stating, or has otherwise advised Issuer LNR and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer LNR as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; and (yii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTCDepositary’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry such Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note 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 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 Global Note in an amount equal to the principal 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 an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Initial Security to a QIB (excluding Non-Non- U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Initial Security, whether or not such Security 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, Xxxxx nor any Affiliate of the Company or Xxxxx has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; and (yii) if the proposed transferor is an Agent Member seeking to transfer 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive NoteRegulation S Global Security, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books and records the date and an increase (A) a decrease in the principal amount at maturity of the 144A Book-Entry Note Regulation S Global Security from which interests are to be transferred in an amount equal to the principal amount at maturity of the Definitive Note Securities to be transferred and (B) an increase in the principal amount at maturity of the 144A Global Security in an amount equal to the principal amount at maturity of the Global Security to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Initial Security to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Initial Security, whether or not such Security 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 Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise lawfully be made under the Securities Act without registering such Initial Security thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Initial Security stating, or has otherwise advised Issuer the Company and the Note Security 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 Equipment Note Initial Security stating, or has otherwise advised Issuer the Company and the Note Security Registrar in writing, that it is purchasing the Equipment Note Initial Security 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 are QIBs account, is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Initial Security to be transferred is a Definitive Noteconsists of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global Security, upon receipt by the Note Security Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depositary's and the Note Security Registrar’s procedures's procedures therefor, the Note Security Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Rule 144A Book-Entry Note Global Security in an amount equal to the principal amount at maturity of the Definitive Note Physical Securities to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Security so transferred. (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 Depositary'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 Global Security from which interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (B) an increase in the principal amount of the Rule 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 an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Warrants to a QIB (excluding Nonnon-U.S. Persons): (i) If the Equipment Note Warrants to be transferred consists of (x) Definitive Notesare represented by Restricted Certificated Warrants or by an interest in the Restricted Global Warrant or the Legended Regulation S Global Warrant, the Note Registrar Warrant Agent shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Warrant Certificate stating, or has otherwise advised Issuer the Company and the Note Registrar 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 Equipment Note Warrant Certificate stating, or has otherwise advised Issuer the Company and the Note Registrar Warrant Agent in writing, that it is purchasing the Equipment Note Warrants for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Warrants to be transferred is a Definitive Noteare represented by Restricted Certificated Warrants or by an interest in the Regulation S Global Warrant, upon receipt by the Note Registrar Warrant Agent of the documents referred to in clause (i) above, as applicable, and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s Warrant Agent's procedures, the Note Registrar Warrant Agent shall reflect on its books and records the date and an increase in the principal amount at maturity of Warrants represented by the 144A Book-Entry Note Restricted Global Warrant in an amount equal to the principal amount at maturity of Warrants represented by the Definitive Note Certificated Warrants or the interest in the Legended Regulation S Global Warrant, as the case may be, to be transferred, and the Indenture Trustee Warrant Agent shall cancel the Definitive Note Certificated Warrants or decrease the amount of the Regulation S Global Warrant so transferred.

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 Initial Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note 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 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 and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Note thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised the Issuer and the 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 Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor and the Issuer is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, an Agent Member and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note so 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 the Global Note from which interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the 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 an interest in a 144A Book-Entry Note or constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to the Registrar a certificate substantially in the form of Exhibit F hereto and has checked the box provided for on the form of Equipment Note such certificate stating, or has otherwise advised Issuer the Company and the 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 Equipment Note such certificate stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; and (yii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry such Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Notes so 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 the Global Note in an amount equal to the principal amount of the Notes to be transferred and

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after first anniversary of the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or a portion thereof, at any time on or prior to the first anniversary of the Issue Date or (y) such transfer is being made by a proposed transferor who that has checked the box provided for on the form of Equipment Note stating, or has otherwise advised the Issuer and the 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 Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their the foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; (yii) if the proposed transferee is a Participant and the Notes to be transferred consist of Physical Notes that after transfer are to be evidenced by 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepositary’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the such 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Depositary’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 applicable 144A Global Note in an amount equal to the principal 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 or an interest in a 144A Book-Entry the U.S. Global Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (xi) Definitive U.S. Physical Notes, the Note Registrar shall register the transfer and the Company shall execute, and the Trustee shall authenticate and deliver one or more U.S. Physical Notes if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Initial Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Initial Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 50 acting with respect to any such account are QIBs account, is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (yii) an interest in a 144A Book-Entry the U.S. Physical Note, the transfer of such interest may be effected only through the book-entry system maintained by the DTCDepositary. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Initial Notes to be transferred is a Definitive Noteconsist of U.S. Physical Notes, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s procedures's procedures therefor, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry U.S. Global Note in an amount equal to the principal amount at maturity of the Definitive Note U.S. Physical Notes, as the case may be, to be transferred, and the Indenture Trustee shall cancel the Definitive Note U.S. Physical Notes so transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after the second anniversary of the Issue Date; provided, however, that neither the Issuers nor any Affiliate of any 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 (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Issuers and the 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 Equipment Note stating, or has otherwise advised Issuer the Issuers and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Issuers as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after the second anniversary of 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 (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised the Issuer and the 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 Equipment applicable Global Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar Reg- istrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity 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 at maturity of the IAI Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount at maturity of the Notes to be transferred and (B) an increase in the principal amount at maturity of the 144A Global Note in an amount equal to the principal amount at maturity of the Definitive Note Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

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 or Security constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Security 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Security Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; and (ii) If if the proposed transferee is a Direct Participant, and the Equipment Note Securities to be transferred is a Definitive Noteconsist of Physical Securities which after transfer are to be evidenced by an interest in the Book-Entry Security, upon receipt by the Note Security Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTCDepositary’s and the Note Security Registrar’s procedures, the Note Security Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Security in an amount equal to the principal amount at maturity of the Definitive Note Physical Securities to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Securities so transferred.

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 Initial Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding transfers to Non-U.S. Persons): (i) If if the Equipment Note to be transferred consists of (x) a Restricted Definitive NotesNote or an interest in any Regulation S Global Note during the Restricted Period, the Note Registrar shall register the transfer if such transfer is being made in compliance with all other applicable requirements of this Indenture and by a proposed transferor who has checked the box provided for on the form of Equipment Initial Note stating, or has otherwise advised Issuer certified to the Company, the Trustee and the 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 Equipment Initial Note stating, or has otherwise advised Issuer certified to the Company, the Trustee and the Note Registrar in writing, that it is purchasing the Equipment Initial Note for its own account or an account with respect to which it exercises sole investment discretion and that it, and the Person on whose behalf it and is acting with respect to any such account are QIBs account, is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; and (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in required by clause (i) of this Section 2.06(b) and instructions given in accordance with the DTC’s and the Note Registrar’s proceduresprocedures therefor, (A) in the case of transfer of an interest in a Restricted Definitive Note, the Note Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount at maturity of the 144A Book-Entry a Restricted Global Note in an amount equal to the principal amount at maturity of the interests in such Restricted Definitive Note to be being transferred, and the Indenture Trustee shall cancel the such Restricted Definitive Note (and, if applicable, the Company shall prepare and execute and the Trustee shall authenticate and deliver to the transferor a new Restricted Definitive Note of the same tenor and form in an amount equal to the balance of the original Restricted Definitive Note not so transferred); or (B) in the case of a transfer of a beneficial interest in a Regulation S Global Note, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Restricted Global Note in an amount equal to the principal amount of the beneficial interest in such Regulation S Global Note being transferred, and the Trustee shall decrease, by the same amount, the amount of such Regulation S Global Note; and (iii) in the case of a transfer of beneficial interest in a Restricted Global Note, the Registrar shall reflect the transfer on its books and records in accordance with DTC’s and the Registrar’s procedures therefor, if and to the extent so required in accordance with such procedures.

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 Initial Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar or co-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 can otherwise be lawfully made under the Securities Act without registering such Initial Note thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar or co-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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar or co-Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, an Agent Member and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar or co-Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's or co-Registrar's procedures, the Note Registrar or co-Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note so transferred; and (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in the Regulation S Global Note following the expiration of the Restricted Period, upon receipt by the Registrar or co-Registrar of written instructions given in accordance with the Depository's and the Registrar's or co-Registrar's procedures, the Registrar or co-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 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 Regulation S Global Note to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 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 or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised Issuer the Company and the 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 Equipment applicable Global Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule -41- 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 the Regulation S Global Note 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security, whether or not such Security 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 Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Securities to be transferred is a Definitive Noteconsist of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global Security, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the Rule 144A Book-Entry Note Global Security in an amount equal to the principal amount at maturity of the Definitive Note Physical Securities to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note Physical Securities so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the IAI Global Security or the Regulation S 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 the IAI Global Security or the Regulation S Global Security, as the case may be, in an amount equal to the principal 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 Securities to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after the second anniversary of the Issue Date; provided, however, that neither the Issuers nor any Affiliate of the Issuers 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 (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised Issuer the Issuers and the 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 Equipment applicable Global Note stating, or has otherwise advised Issuer the Issuers and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Issuers as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security, whether or not such Security 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 Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer certified to the Company and the 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 Equipment Note Security stating, or has otherwise advised Issuer certified to the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Securities to be transferred is a Definitive Noteconsist of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global Security, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the Rule 144A Book-Entry Note Global Security in an amount equal to the principal amount at maturity of the Definitive Note Physical Securities to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note Physical Securities so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the IAI Global Security or the Regulation S 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 the IAI Global Security or the Regulation S Global Security, as the case may be, in an amount equal to the principal 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 Securities to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 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 or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised Issuer the Company and the 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 Equipment applicable Global Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive either Offshore Physical Notes prior to the removal of the Private Placement Legend or U.S. Physical Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 34 28 or (y) an interest in a 144A Book-Entry Notethe U.S. Global Notes, the transfer of such interest may be effected only through the book-book entry system maintained by the DTCDepositary. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note to be transferred is a Definitive Noteconsists of U.S. Physical Notes, upon receipt by the Note Registrar of the documents referred to in clause paragraph (i) above and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note U.S. Global Notes in an amount equal to the principal amount at maturity of the Definitive Note U.S. Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note U.S. Physical Notes so transferred.

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 or Security constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note the Security stating, or has otherwise advised Issuer the Company and the 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 Equipment Note the Security stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; (yii) if the proposed transferee is an Agent Member, and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive NoteGlobal Security, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note such Global Security in an amount equal to the principal amount at maturity of the Definitive Note Physical Securities to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Securities so transferred; and (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in the IAI Global Security or the Regulation S 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 the IAI Global Security or the Regulation S Global Security, as the case may be, in an amount equal to the principal amount of the Securities to be transferred and (B) an increase in the principal amount of the Global Security in an amount equal to the principal amount of the Securities to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons): QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted 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 or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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. 144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note 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 Notes to be transferred and (B) an increase in the principal amount of the Global Note in an amount equal to the principal 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, and the transfer of the beneficial interest in, an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Initial Security to a QIB (excluding Non-Non- U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Security Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, and the transfer of the beneficial interest in an Initial Security may be made 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 Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Security 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Security Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; and (yii) if the proposed transferor is an Agent Member seeking to transfer 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive NoteRegulation S Global Security, upon receipt by the Note Security Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depositary's and the Note Secu- rity Registrar’s 's procedures, the Note Security Registrar shall register the transfer and reflect on its books and records the date and an increase (A) a decrease in the principal amount at maturity of the 144A Book-Entry Note Regulation S Global Security from which interests are to be transferred in an amount equal to the principal amount at maturity of the Definitive Note 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. Notwithstanding the other provisions of this Section 3.14, until the 41st day after the Issue Date (the "Distribution Compliance Period"), an owner of a beneficial interest in the Regulation S Global Security may not transfer such interest to a transferee that is a U.S. Person or for the account or benefit of a U.S. Person within the meaning of Rule 902(o) of the Securities Act. Subject to the other provisions of this Section 3.14(b), during the Distribution Compliance Period, all beneficial interests in the Regulation S Global Security shall be transferred only through Cedel or Euroclear, either directly if the transferor and the Indenture Trustee shall cancel the Definitive Note so transferredtransferee are participants in such systems, or indirectly through organizations that are participants therein.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive either Offshore Physical Notes prior to the removal of the Private Placement Legend or U.S. Physical Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Notethe U.S. Global Notes, the transfer of such interest may be effected only through the book-entry system maintained by the DTCDepositary. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note to be transferred is a Definitive Noteconsists of U.S. Physical Notes, upon receipt by the Note Registrar of the documents referred to in clause paragraph (i) above and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note U.S. Global Notes in an amount equal to the principal amount at maturity of the Definitive Note U.S. Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note U.S. Physical Notes so transferred.

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 Initial Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (xi) Definitive Certificated Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Initial Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Initial Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs account, is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (yii) an interest in a 144A Book-Entry Notethe Certificated Notes, the transfer of such interest may be effected only through the book-entry system maintained by the DTCDepositary. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Initial Note to be transferred is a Definitive Noteconsists of Certificated Notes, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s procedures's procedures therefor, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Certificated Notes, as the case may be, to be transferred, and the Indenture Trustee shall cancel the Definitive Certificated Note so transferred.

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 or Security constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised the Issuer and the 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 Equipment Note Security stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the Issuer and the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 144A, if the Trustee or (y) the Issuer shall so request, such proposed transferor shall have delivered an interest opinion of counsel, an officers' certificate and such other information as the Trustee or the Issuer may reasonably require in a 144A Book-Entry Note, the transfer of connection with such interest may be effected only through the book-entry system maintained by the DTC.proposed transfer; and (ii) If if the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Securities to be transferred is a Definitive Noteconsist of Certificated Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Security in an amount equal to the principal amount at maturity of the Definitive Note Certificated Securities to be transferred, and the Indenture Trustee shall cancel the Definitive Note Certificated Securities so transferred; and (iii) if the proposed transferee is an Agent Member, and the Securities to be transferred consist of a beneficial interest in a Global Security which after transfer is to continue to be evidenced by an interest in a Global Security, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records (A) the date, (B) a decrease in the principal amount of the Global Security in which the transferor owns the beneficial interest to be transferred in an amount equal to the principal amount of the beneficial interest to be transferred and (C) an increase in the principal amount of the Global Security in which the transferee will hold its beneficial interest in a like amount; and (iv) if the Securities to be transferred consist of IAI Securities, upon the registration of such transfer according to this Section 2.16 such Securities shall cease to be IAI Securities and may be evidenced by Certificated Securities or interests in a Global Security in denominations of $1,000 and any integral multiple thereof.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the issue date for the Securities; PROVIDED, HOWEVER, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the issue date for the Securities or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Securities to be transferred is a Definitive Noteconsist of Physical Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Security in an amount equal to the principal amount at maturity of the Definitive Note Physical Securities to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Securities so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Security or the IAI 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 aggregate principal amount of the Regulation S Global Security or the IAI Global Security, as the case may be, in an amount equal to the aggregate principal amount of the Securities to be transferred and (B) an increase in the aggregate principal amount of the Rule 144A Global Security in an amount equal to the aggregate principal amount of the Securities to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after the second anniversary of the Issue Date; provided, however, that neither the Issuers nor any Affiliate of the Issuers 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 (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Issuers and the 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 Equipment Note stating, or has otherwise advised Issuer the Issuers and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Issuers as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the princi- pal 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 at maturity of the Definitive Note Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Certificated Debenture or an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof DTC Global to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note Debenture to be transferred consists of (x) Definitive NotesU.S. Certificated Debentures, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Debenture stating, or has otherwise advised Issuer the Company and the 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 Equipment Note Debenture stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment Note Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry NoteDTC Global, the transfer of such interest may be effected only through the book-book entry system maintained by the DTCDepository. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Debenture to be transferred is a Definitive Noteconsists of U.S. Certificated Debentures, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note such DTC Global in an amount equal to the principal amount at maturity of the Definitive Note U.S. Certificated Debentures to be transferred, and the Indenture Trustee shall cancel the Definitive Note Certificated Debenture so transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Initial Certificate to a QIB qualified institutional buyer (excluding Non-U.S. Persons):“QIB”), as defined in Rule 144A: (i) If the Equipment Note Class A Certificate to be transferred consists of (x) Definitive NotesCertificates, the Note Registrar shall register the transfer transfer, if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Class A Certificate stating, or has otherwise advised Issuer the Trustee and the 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 Equipment Note Initial Certificate stating, or has otherwise advised Issuer the Trustee and the Note Registrar in writing, that it is purchasing the Equipment Note 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 are QIBs account, is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Trust and/or the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A. (ii) If the proposed transferee is a Direct Participant, DTC Participant and the Equipment Note Class A Certificate to be transferred is a consists of Definitive NoteCertificates, upon receipt by the Note Registrar of the documents referred to in clause (i) above and instructions given in accordance with the DTC’s and the Note Registrar’s proceduresprocedures therefor, the Note Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Certificates in an amount equal to the principal amount at maturity of the Definitive Note to be Certificates being transferred, and the Indenture Trustee shall cancel the such Definitive Note Certificates so transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after the second anniversary of the Issue Date; provided, however, that neither the Issuers nor any Affiliate of the Issuers 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 (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Issuers and the 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 Equipment Note stating, or has otherwise advised Issuer the Issuers and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Issuers as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records record the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Depositary's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and record 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Security Registrar shall register the transfer of any Notes, whether or not such Note bears any legend set forth in Exhibit A, if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised Issuer and the Note Registrar 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 Equipment applicable Global Note stating, or has otherwise advised Issuer and the Note Registrar in writing, stating that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Issuers as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct member of, or participate in, the Depository (“Participant, ”) and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the Rule 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Note and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the Rule 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive 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 attached hereto as Exhibit C and 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 so in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the Rule 144A Global Note in an amount equal to the principal 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 an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Note, 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 or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note 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 Notes to be transferred.

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 or constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; and (yii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Certificated Notes which after transfer are to be evidenced by 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the such 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Certificated Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note Certificated 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 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after first anniversary of the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Note, or a portion thereof, at any time on or prior to the first anniversary of the Issue Date or (y) such transfer is being made by a proposed transferor who that has checked the box provided for on the form of Equipment Note stating, or has otherwise advised the Issuer and the 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 Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their the foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; (yii) if the proposed transferee is a Participant and the Notes to be transferred consist of Physical Notes that after transfer are to be evidenced by 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepositary’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the such 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Depositary’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 Notes to be transferred and (B) an increase in the principal amount of the applicable 144A Global Note in an amount equal to the principal 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 an interest in a 144A Book-Entry Initial Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note 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 50 -43- thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Note thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, an Agent Member and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note so 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 the Global Note from which interests are to be transferred in an amount equal to the principal amount of the Notes to be transferred and (b) an increase in the principal amount of the 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 an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after the first anniversary of 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 first anniversary of the Issue Date or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Global Note stating, or has otherwise advised the Issuer and the 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 Equipment applicable Global Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 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 Notes to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an interest in a Rule 144A Book-Entry Global Note or a Definitive Note issued in exchange for an interest in such Rule 144A Book-Entry Global Note in accordance with Section 2.10(b2.12(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised the Issuer and the 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 Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing 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 are QIBs within the meaning of Rule 144A, are aware that the sale to it is being made in reliance on Rule 144A and acknowledge that they have received such information regarding the Issuer as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a Rule 144A Book-Entry Global Note, the transfer of such interest may be effected only through the book-entry system maintained by the DTCDepository. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in clause Clause (i) and instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Rule 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security and the transfer of the beneficial interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Initial Security to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Security Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, and the transfer of the beneficial interest in an Initial Security may be made 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 Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder, (y) in the case of the registration of a transfer by the Security Registrar, such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Security 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Security Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (yz) in the case of the transfer of the beneficial interest in an Initial Security, (other than a transfer by an Agent Member, to which clause (ii) below shall apply), the transfer is made in accordance with Rule 144A under the Securities Act; and (ii) if the proposed transferor is an Agent Member seeking to transfer 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive NoteRegulation S Global Security, upon receipt by the Note Security Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Security Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.Security Reg-

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of an a Class C-1 Certificate or Class C-2 Certificate or interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof therein to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note Certificate to be transferred consists of (x) Definitive NotesCertificates of such class or a Book-Entry Certificate of such class, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Certificate of such class stating, or has otherwise advised Issuer the Trustee and the 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 Equipment Note Certificate of such class stating, or has otherwise advised Issuer the Trustee and the Note Registrar in writing, that it is purchasing the Equipment Note Certificate of such class 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 are QIBs account, is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the related Trust and/or the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Note, upon Upon receipt by the Note Registrar of the documents referred to in clause (i) above and instructions given in accordance with the DTC’s ---------- Clearing Agency's and the Note Registrar’s procedures's procedures therefor, the Note Registrar shall reflect on its books and records the date and amount of such transfer and, if a Definitive Certificate or Certificates of such class are being transferred, an increase in the principal amount at maturity Fractional Cumulative Interest of the 144A Book-Entry Note Global Certificate of such class in an amount equal to the principal amount at maturity Fractional Cumulative Interest of the Definitive Note to be Certificates or Certificates being transferred, and the Indenture Trustee shall cancel the such Definitive Note so transferredCertificates.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Warrants to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note Warrants to be transferred consists of (x) Definitive Notesare represented by IAI Certificated Warrants, the Note Registrar Common Depositary shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Warrant Certificate stating, or has otherwise advised Issuer the Company and the Note Registrar 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 Equipment Note Warrant Certificate stating, or has otherwise advised Issuer the Company and the Note Registrar Warrant Agent in writing, that it is purchasing the Equipment Note Warrants for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Notethe Global Warrants or the Global DTC Warrants, the transfer of such interest may be effected only through the book-book entry system maintained by the DTCeither or both Depositaries. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Warrants to be transferred is a Definitive Noteare represented by IAI Certificated Warrants, upon receipt by the Note Registrar Warrant Agent of the documents referred to in clause (i) above and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s Common Depositary's procedures, the Note Registrar Common Depositary shall reflect on its books and records the date and an increase in the principal amount at maturity of Warrants represented by the 144A Book-Entry Note Restricted Global Warrants or Global DTC Warrants in an amount equal to the principal amount at maturity of Warrants represented by the Definitive Note IAI Certificated Warrants to be transferred, and the Indenture Trustee Common Depositary shall cancel the Definitive Note so transferredIAI Certificated Warrants.

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 Permanent Global Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Permanent Global Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised the Issuer and the 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 Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that (A) it is purchasing 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 are QIBs within the meaning of Rule 144A, (B) it is or such QIBs are aware that the sale to it is being made in reliance on Rule 144A and acknowledge that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they information, (C) it is or such QIBs are aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 144A, and (D) it and all such QIBs have duly executed and delivered to the Issuer a Confidentiality Agreement or (y) an interest in a 144A Book-Entry Permanent Global Note, the transfer of such interest Beneficial Interest may be effected only through the book-entry system maintained by DTC and to the extent provided in the agreement with DTC, and in each case, each transferee and QIB has delivered to the Registrar a Confidentiality Agreement duly executed by such transferee and QIB, respectively. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in clause (i) ), including the Confidentiality Agreement, and instructions given in accordance with the DTC’s 's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Permanent Global Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferredtransferred (upon written direction from the Registrar if different from the Trustee).

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 or constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security to a QIB if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment applicable Note stating, or has otherwise advised Issuer the Company and the 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 Equipment applicable Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment Note for its own account or an account with respect to which it exercises 9091443 06121973 sole investment discretion and that it and any such account are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; and (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) physical Note and written instructions given in accordance with the DTCDepositary’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Depositary’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 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Unit to a QIB (excluding transfers to Non-U.S. Persons): (iA) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar Unit Agent shall register the transfer if such transfer is being made by a proposed transferor who has checked delivered a certification (in substantially the box provided for on form set forth in the form of Equipment Note Unit attached hereto as Exhibit A) stating, or has otherwise advised Issuer the Company and the Note Registrar Unit Agent 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 Equipment Note stating, or has otherwise advised Issuer Company and the Note Registrar Unit Agent in writing, writing that it is purchasing the Equipment Note Unit for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the Company and the transferor is are relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 144A; if the Unit Agent or (y) the Company shall so request, such proposed transferor shall have delivered an interest Opinion of Counsel, an officers' certificate and such other information as the Unit Agent or the Company may reasonably require in a 144A Book-Entry Note, the transfer of connection with such interest may be effected only through the book-entry system maintained by the DTC.proposed transfer; and (iiB) If if the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Units to be transferred is a consist of Definitive NoteUnits which after transfer are to be evidenced by an interest in the Global Unit, upon receipt by the Note Registrar Unit Agent of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s Unit Agent's procedures, the Note Registrar Unit Agent shall reflect on its books and records the date and an increase in the principal amount at maturity number of Units represented by the 144A Book-Entry Note Global Unit in an amount equal to the principal amount at maturity number of the Definitive Note Units to be transferred, and the Indenture Trustee Unit Agent shall cancel the Definitive Note Units so transferred; and (C) if the proposed transferee is an Agent Member, and the Units to be transferred consist of a beneficial interest in a Global Unit which after transfer is to continue to be evidenced by an interest in a Global Unit, upon receipt by the Unit Agent of instructions given in accordance with the Depositary's and the Unit Agent's procedures, the Unit Agent shall reflect on its books and records (A) the date, (B) a decrease in the number of Units represented by the Global Unit in which the transferor owns the beneficial interest to be transferred in an amount equal to the number of Units represented by the beneficial interest to be transferred and (C) an increase in the number of Units represented by the Global Unit in which the transferee will hold its beneficial interest in a like amount.

Transfers to QIBs. The following provisions shall apply ----------------- with respect to the registration of any proposed transfer of a U.S. Physical Note or an interest in a 144A Book-Entry the U.S. Global Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB unless the transfer is governed by Section 2.08(c) or (excluding Non-U.S. Personsd): (i) If Following the Equipment Rule 144A Availability Date, if the Note to be transferred consists of (x) Definitive U.S. Physical Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry the U.S. Global Note, the transfer of such interest may be effected only through the book-book entry system maintained by the DTCDepositary. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note to be transferred is a Definitive Noteconsists of U.S. Physical Notes, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry U.S. Global Note in an amount equal to the principal amount at maturity of the Definitive Note U.S. Physical Notes, to be transferred, and the Indenture Trustee shall cancel the Definitive U.S. Physical Note so transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Warrants to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note Warrants to be transferred consists of are represented by (x) Definitive NotesRestricted Certificated Warrants, the Note Registrar Warrant Agent shall register the transfer if it has received from such transfer is being made by transferor a proposed transferor who has checked the box provided for on certificate substantially in the form of Equipment Note stating, or has otherwise advised Issuer and the Note Registrar in writing, Exhibit B 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 Equipment Note Warrant Certificate stating, or has otherwise advised Issuer the Company and the Note Registrar Warrant Agent in writing, that it is purchasing the Equipment Note Warrants for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a the Rule 144A Book-Entry NoteXxxxxx Xxxxxxx, the xxe transfer of such interest may be effected only through the book-entry system maintained by the DTC. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Warrants to be transferred is a Definitive Noteare represented by Restricted Certificated Warrants, upon receipt by the Note Registrar Warrant Agent of the documents referred to in clause (i) above and instructions given in accordance with the DTC’s 's and the Note Registrar’s Warrant Agent's procedures, the Note Registrar Warrant Agent shall reflect on its books and records the date and an increase in the principal amount at maturity number of Warrants represented by the Rule 144A Book-Entry Note Global Warrant in an amount equal to the principal amount at maturity number of Warrants represented by the Definitive Note to be transferredRestricted Certificated Warrants, and the Indenture Trustee Warrant Agent shall cancel the Definitive Note so transferredRestricted Certificated Warrant.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Initial Security to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Initial Security, whether or not such Security 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 Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Security stating, or has otherwise advised Issuer the Company and the 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 Equipment Note Security stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; and (yii) if the proposed transferor is an Agent Member seeking to transfer 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive NoteRegulation S Global Security, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books and records the date and an increase (A) a decrease in the principal amount at maturity of the 144A Book-Entry Note Regulation S Global Security from which interests are to be transferred in an amount equal to the principal amount at maturity of the Definitive Note Securities to be transferred and (B) an increase in the principal amount at maturity of the 144A Global Security in an amount equal to the principal amount at maturity of the Global Security to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Security or an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof the U.S. Global Securities to a QIB (excluding Non-U.S. Personstransfers outside the United States in compliance with Regulation S): (i) If the Equipment Note Security of a series to be transferred consists of (x) Definitive NotesU.S. Physical Securities of the same series, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note such Security stating, or has otherwise advised the Issuer and the 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 Equipment Note such Security stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing the Equipment Note such Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding the Issuer as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Notethe U.S. Global Securities of the same series, the transfer of such interest may be effected only through the book-entry system maintained by the DTCDepositary. (ii) If the proposed transferee transferor is a Direct Participantan Agent Member, and the Equipment Note Security of a series to be transferred is a Definitive Noteconsists of U.S. Physical Securities of the same series, upon receipt by the Note Registrar of the documents referred to in clause (ia)(i) of this Section 2.11 and instructions given in accordance with the DTCDepositary’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note U.S. Global Securities of the same series in an amount equal to the principal amount at maturity of the Definitive Note such U.S. Physical Securities to be transferred, and the Indenture Trustee shall cancel the Definitive Note such Physical Security so transferred.

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 or constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer LNR and the 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 Equipment Note stating, or has otherwise advised Issuer LNR and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer LNR as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; and (yii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry such Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note 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 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 Global Note in an amount equal to the principal 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 an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Initial Certificate to a QIB qualified institutional buyer (excluding Non-U.S. Persons):“QIB”), as defined in Rule 144A: (i) If the Equipment Note Class B Certificate to be transferred consists of (x) Definitive NotesCertificates, the Note Registrar shall register the transfer transfer, if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Class B Certificate stating, or has otherwise advised Issuer the Trustee and the 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 Equipment Note Initial Certificate stating, or has otherwise advised Issuer the Trustee and the Note Registrar in writing, that it is purchasing the Equipment Note 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 are QIBs account, is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Trust and/or the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A. (ii) If the proposed transferee is a Direct Participant, DTC Participant and the Equipment Note Class B Certificate to be transferred is a consists of Definitive NoteCertificates, upon receipt by the Note Registrar of the documents referred to in clause (i) above and instructions given in accordance with the DTC’s and the Note Registrar’s proceduresprocedures therefor, the Note Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Certificates in an amount equal to the principal amount at maturity of the Definitive Note to be Certificates being transferred, and the Indenture Trustee shall cancel the such Definitive Note Certificates so transferred.

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 or constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB qualified institutional buyer as defined in Rule 144A (excluding Non-U.S. Personsa "QIB"): (i) If the Equipment Note to be transferred consists of (x) Definitive Physical Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Notethe U.S. Global Notes, the transfer of such interest may be effected only through the book-book entry system maintained by the DTC.Depositary; and (iia) If the proposed transferee is a Direct Participant, an Agent Member and the Equipment Note Notes to be transferred is a Definitive Noteconsist of Physical Notes which after transfer are to be evidenced by an interest in the U.S. Global Notes, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note U.S. Global Notes in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Notes so transferred and (b) (1) if the proposed transferor is an Agent Member holding a beneficial interest in the Offshore Global Notes, upon receipt by the Registrar of instructions in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Offshore Global Notes to be transferred, and (b)(2) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the U.S. Global Notes in an amount equal to the principal amount of the Offshore Global Notes to be transferred and the Trustee shall decrease the amount of the Offshore Global Notes.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 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 or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, 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 is after first anniversary of the Issue Date; provided, however, that neither Casella nor any Affiliate of Casella has held any beneficial interest in such Note, or a portion thereof, at any time on or prior to the first anniversary of the Issue Date or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer Casella and the 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 Equipment Note stating, or has otherwise advised Issuer Casella and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer Casella as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) Physical Note and written instructions given in accordance with the DTCDepository’s and the Note Registrar’s procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee Registrar shall cancel the Definitive Note 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 Notes to be transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive either Offshore Physical Notes prior to the removal of the Private Placement Legend or U.S. Physical Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have 30 39 has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Notethe U.S. Global Notes, the transfer of such interest may be effected only through the book-book entry system maintained by the DTCDepositary. (ii) If the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note to be transferred is a Definitive Noteconsists of U.S. Physical Notes, upon receipt by the Note Registrar of the documents referred to in clause paragraph (i) above and instructions given in accordance with the DTC’s Depositary's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note U.S. Global Notes in an amount equal to the principal amount at maturity of the Definitive Note U.S. Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note U.S. Physical Notes so transferred.

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 or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding Non-U.S. Persons):QIB: (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted 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 or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Senior Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A; (ii) If if the proposed transferee is a Direct Participant, Participant and the Equipment Note Senior Notes to be transferred is a Definitive consist of Physical Notes which after transfer are to be evidenced by an interest in the 144A Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Physical Note 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 Senior 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 Senior Notes to be transferred.

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 or constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note stating, or has otherwise advised Issuer the Company and the 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 Equipment Note stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing 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 are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A or 144A; and (yii) if the proposed transferee is an Agent Member, and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by 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. (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Global Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and written instructions given in accordance with the DTC’s Depository's and the Note Registrar’s 's procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry such Global Note in an amount equal to the principal amount at maturity of the Definitive Note Physical Notes to be transferred, and the Indenture Trustee shall cancel the Definitive Note 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 Depository's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and 51 -43- 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 Global Note in an amount equal to the principal 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 an interest in a 144A Book-Entry Note or Bond constituting a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note The Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Equipment Note Bond stating, or has otherwise advised Issuer the Company and the 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 Equipment Note Bond stating, or has otherwise advised Issuer the Company and the Note Registrar in writing, that it is purchasing the Equipment Note Bond for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs is a QIB within the meaning of Rule 144A, are and is aware that the sale to it is being made in reliance on Rule 144A and acknowledge acknowledges that they have it has received such information regarding Issuer the Company as they have it has requested pursuant to Rule 144A or have has determined not to request such information and that they are it is aware that the transferor is relying upon their its foregoing representations in order to claim the exemption from registration provided by Rule 144A 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.144A. (ii) If Subject to compliance with clause (i), if the proposed transferee is a Direct Participantan Agent Member, and the Equipment Note Bonds to be transferred is consist of Physical Bonds which after transfer are to be evidenced by a Definitive Notebeneficial interest in the Rule 144A Global Bond, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s Applicable Procedures and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note Global Bond in an amount equal to the principal amount at maturity of the Definitive Note Physical Bonds to be transferred, and the Indenture Trustee shall cancel the Definitive Note Physical Bonds so transferred. (iii) Subject to compliance with clause (i), if the Bonds to be transferred consist of Physical Bonds, the Registrar shall reflect on its books and records the date and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Bonds of like tenor and principal amount. (iv) Subject to compliance with clause (i), if the proposed transferor is an Agent Member holding a beneficial interest in Global Bond and the proposed transferee is an Agent Member who will hold a beneficial interest in a Rule 144A Global Bond, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the relevant Global Bond in an amount equal to the principal amount of the beneficial interest in such Global Bond to be transferred and a corresponding increase in the Rule 144A Global Bond to which such beneficial interest is transferred. (v) Subject to compliance with clause (i), if the proposed transferor is an Agent Member holding a beneficial interest in a Global Bond and the proposed transferee’s interest will be evidenced by a Physical Bond, the Registrar shall register such reflect on its books and records the date and a decrease in the principal amount of the relevant Global Bond in an amount equal to the principal amount of the beneficial interest in such Global Bond to be transferred, and the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Bonds of like tenor and principal amount.