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 any Security bearing the Restricted Securities Legend to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to the Trustee a certification substantially in the form of Exhibit 3 to this Appendix A or (B) an interest in the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, to be transferred, and the Trustee shall cancel the Certificated Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Restricted Security bearing the Restricted Securities Legend to a QIB:person purporting to be a QIB (excluding transfers to non-U.S. persons): (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (Bii) the Security Registrar shall register the transfer of any Restricted Security 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 the Restricted Rule 144A Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the Security proposed transferee is an Agent Member, and the Securities to be transferred consists consist of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Security Registrar of instructions given in accordance with DTCthe Depositary’s and the Security Registrar’s procedures thereforprocedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB:person purporting to be a QIB (excluding transfers to non-U.S. persons): (i1) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (B2) 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 the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Registrar of instructions given in accordance with DTC’s the Depository's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount at maturity of the Restricted Global Security in an amount equal to the principal amount at maturity of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a U.S. Physical Security bearing or an interest in the Restricted Securities Legend U.S. Global Security to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (Ax) a Certificated SecurityU.S. Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary. (ii) if If the proposed transferee is an Agent Member, and the Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, upon receipt by the Registrar of the documents referred to in clause (i) and instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated Security, U.S. Physical Securities to be transferred, transferred and the Trustee shall cancel the Certificated U.S. Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Restricted Security bearing the Restricted Securities Legend to a QIB:person purporting to be a QIB (excluding transfers to non-U.S. persons): (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (Bii) the Security Registrar shall register the transfer of any Restricted Security 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 the Restricted Rule 144A Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Security Registrar of instructions given in accordance with DTCthe Depository’s and the Security Registrar’s procedures thereforprocedures, the Security Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferred.

Transfers to QIBs. The following provisions shall apply with respect ------------------ to the registration of any proposed transfer of a Security to any Security bearing the Restricted Securities Legend QIB (excluding transfers to a QIB:non-U.S. persons): (i1) if the The Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A. (B2) Subject to paragraph (1) above, if (i) 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 the Restricted Rule 144A Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and , and (iiiii) if the proposed transferor is an Agent Member holding a participant in DTC seeking to transfer an beneficial interest in an Institutional Accredited Investor Global Security or a Regulation S Global Security, upon receipt by the Security Registrar of written instructions given in accordance with DTC’s the Depository's and the Security Registrar’s 's procedures, the Security Registrar shall register the transfer and reflect on its books and records the date of such transfer and (A) a decrease in the principal amount of the such Institutional Accredited Investor Global Security from which interests are to be transferred or 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 Restricted a 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 a Security to any Security bearing the Restricted Securities Legend QIB (excluding transfers to a QIB:non-U.S. persons): (i1) if the The Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A. (B2) Subject to paragraph (1) above, if (i) 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 the Restricted Rule 144A Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on the Security Register the date and an increase in the principal amount at maturity of the Rule 144A Global Security in an amount equal to the principal amount at maturity of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred, and (ii) the proposed transferor is an Agent Member holding a beneficial interest in an Institutional Accredited Investor Global Security or a Regulation S Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, to be transferred, and the Trustee shall cancel the Certificated Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to such transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 such Institutional Accredited Investor Global Security from which interests are to be transferred or Regulation S Global Security, as the case may be, in an amount equal to the principal amount of the Securities at maturity to be transferred and (B) an increase in the principal amount at maturity of the Restricted a Rule 144A Global Security in an amount equal to the principal amount of the Global Security at maturity to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of any an Initial Security bearing the Restricted Securities Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (A) a Certificated SecurityU.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 to this Appendix A Initial Security stating, or (B) an interest has otherwise advised the Company and the Security Registrar in writing, that the Restricted Global Security, sale has been made in compliance with the transfer provisions of such interest may be effected only through the book entry system maintained by DTC after delivery Rule 144A to the Trustee of a transferee who has signed the certification substantially in provided for on the form of Exhibit 3 Initial Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Initial Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it, or the person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) if If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated SecurityU.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, as the case may be, to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Restricted Security bearing the Restricted Securities Legend to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the 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 such Security; provided, however, that the transferor shall represent to the Registrar that, to the transferor's knowledge, 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 such Security or (y) such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix Awhich it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (ii) if the Security proposed transferee is a Participant and the Securities to be transferred consists consist of a Certificated SecurityPhysical Securities which after transfer are to be evidenced by an interest in the Global Securities, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures therefor's procedures, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security Securities in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC Participant seeking to transfer an interest in a the Regulation S Global Security, Security upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depositary's and the Registrar’s '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 from which interests are to be transferred 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 Restricted Rule 144A Global Security in an amount equal to the aggregate principal amount of the Global Security Securities to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of any a Security bearing the constituting a Restricted Securities Legend Security to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the Security proposed transferee is an Agent Member, and the Securities to be transferred consists consist of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount Principal Amount of the Restricted Global Security in an amount equal to the principal amount Principal Amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the Security proposed transferee is an Agent Member, and the Securities to be transferred consists consist of a Certificated non-Global Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Security Registrar of instructions given in accordance with DTCthe Depositary’s and the Security Registrar’s procedures thereforprocedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, non-Global Securities to be transferred, and the Trustee shall cancel the Certificated Security non-Global Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the Restricted Securities Legend or beneficial interest therein to a QIB:QIB (excluding Non-U.S. Persons): (i1) if If the Security to be transferred consists of (Ax) a Certificated SecurityU.S. Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global SecuritySecurities, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary. (ii2) if If the proposed transferee is an Agent Member, and the Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, upon receipt by the Registrar of the documents referred to in paragraph (1) above and instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security Securities in an amount equal to the principal amount of the Certificated Security, U.S. Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security U.S. Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a U.S. Physical Security bearing or an interest in the Restricted Securities Legend U.S. Global Security to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (A) a Certificated SecurityU.S. Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (B) an interest in the Restricted U.S. Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary. (ii) if If the proposed transferee is an Agent Member, and the Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, upon receipt by the Registrar of the documents referred to in clause (i) and instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated Security, U.S. Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security U.S. Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the Restricted Securities Legend that is a restricted security to a QIBQIB (excluding transfers to Non-U.S. Persons): The Security Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture and: (i1) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 to this Appendix A such Security stating, or (B) an interest in the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery has otherwise certified to the Security Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification substantially in provided for on the form of Exhibit 3 such Security stating, or has otherwise certified to this Appendix A;the Security Registrar and the Company and the Trustee in writing, that it is purchasing 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 is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii2) if the proposed transferee is an Agent Member, and the Security to be transferred consists of a Certificated Physical Security that after transfer is to be evidenced by an interest in a Global Security or consists of a beneficial interest in a Global Security that after the transfer is to be evidenced by an interest in a different Global Security, upon receipt by the Security Registrar of written instructions given in accordance with DTCthe Depositary’s and the Security Registrar’s procedures thereforprocedures, whereupon the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted transferee Global Security in an amount equal to the principal amount of the Certificated Security, Physical Security or such beneficial interest in such transferor Global Security to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall register the transfer and transferred or reflect on its books and records the date and (A) a decrease in the principal amount of such transferor Global Security, as 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 Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferredcase may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of any a Restricted Security bearing the Restricted Securities Legend to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the 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 such Security; provided, however, that the transferor shall represent to the Registrar that, to the transferor's knowledge, 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 such Security or (y) such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix Awhich it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (ii) if the Security proposed transferee is a Participant and the Securities to be transferred consists consist of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures therefor's procedures, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC Participant seeking to transfer an interest in a the Regulation S Global Security, Security upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depositary's and the Registrar’s '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 from which interests are to be transferred 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 Restricted Rule 144A Global Security in an amount equal to the aggregate principal amount of the Global Security Securities to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of any a Restricted Security bearing the Restricted Securities Legend to a QIB:person purporting to be a QIB (excluding transfers to non-U.S. persons): (i1) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (B2) the Security Registrar shall register the transfer of any Restricted Security 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 the Restricted Rule 144A Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Debenture constituting a Restricted Security bearing the Restricted Securities Legend to a qualified institutional buyer as defined in Rule 144A (a "QIB:"): (i) if the Security Debenture to be transferred consists of (Ax) a Certificated SecurityPhysical Debentures, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Debenture stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Debenture stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global SecurityDebentures, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary; and (iia) if If the Security proposed transferee is an Agent Member and the Debentures to be transferred consists consist of a Certificated Physical Debentures which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Registrar of instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, Physical Debentures to be transferred, and the Trustee shall cancel the Certificated Security Physical Debentures so transferred; andtransferred and (b) (iii1) if the proposed transferor is an Agent Member holding a participant in DTC seeking to transfer an beneficial interest in a the Offshore Global SecurityDebentures, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depositary's and the Registrar’s '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 Offshore Global Security from which interests are to be transferred Debentures in an amount equal to the principal amount of the Securities beneficial interest in the Offshore Global Debentures to be transferred transferred, and (Bb)(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 Restricted U.S. Global Security Debentures in an amount equal to the principal amount of the Offshore Global Security Debentures to be transferredtransferred and the Trustee shall decrease the amount of the Offshore Global Debentures.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of any a Security bearing the Restricted Securities Legend to a QIB, other than any QIB that is a Non-U.S. Person: (i) if If the Security to be transferred consists of is (A) either a Certificated SecurityRule 144A Definitive Security or a Regulation S Definitive Security prior to the removal of the Private Placement Legend, the Registrar shall register transferor must advise the transfer if Issuer and the Trustee in writing that the sale has been made in compliance with the provisions of Rule l44A to a transferee who has advised the Issuer and the Trustee in writing that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such transfer account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule l44A and acknowledges that it has received such information regarding the Issuer, Group and Holdings as it has requested pursuant to Rule l44A, 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 a proposed transferor who has delivered to the Trustee a certification substantially in the form of Exhibit 3 to this Appendix A Rule 144A; or (B) an interest in the Restricted a Rule 144A Global Security, the transfer of such interest may be effected only through the book book-entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;DTC. (ii) if If the proposed transferee is an Agent Member and the Security to be transferred consists of a Certificated SecurityRule 144A Definitive Securities, upon receipt by the Registrar Trustee of the documents referred to in paragraph (i) above and instructions given in accordance with the procedures of DTC’s and , Clearstream or Euroclear, as the Registrar’s procedures thereforcase may be, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Rule 144A Definitive Securities to be transferred, and the Trustee shall cancel the Certificated Security Rule l44A Definitive Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Security of any series, an interest in a 144A Global Security bearing of any series, a Regulation S Physical Security of any series prior to the Restricted Securities removal of the Private Placement Legend or an interest in a Regulation S Global Security of any series prior to the removal of the Private Placement Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Offered Security of such series to be transferred consists of (x) either (A) a Certificated SecurityRegulation S Physical Security prior to the removal of the Private Placement Legend or an interest in a Regulation S Global Security of such series prior to the removal of the Private Placement Legend or (B) a U.S. Physical Security of such series, the Registrar Trustee shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Offered Security of such series stating, or has otherwise advised the Issuer and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee whom the transferor reasonably believes is a QIB and who has signed the certification provided for on the form of Offered Security of such series stating, or has otherwise advised the Issuer and the Trustee in writing, that it is a QIB and is aware that such Offered Security is being transferred in reliance on Rule 144A and that it is acquiring such Offered Security for its own account or for the account of one or more other QIBs over which it exercises sole investment discretion (in which latter case it has given notice to each such account that such Offered Security is being transferred in reliance on Rule 144A) or (By) an interest in the Restricted 144A Global SecuritySecurities of such series, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary. (ii) if If the proposed transferee is an Agent Member and the Offered Security of such series to be transferred consists of a Certificated SecurityPhysical Securities of such series, upon receipt by the Registrar Trustee of the documents referred to in clause (i) and instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures thereforTrustee's procedures, the Registrar Trustee shall reflect on its books and records the date and an increase in the principal amount of the Restricted 144A Global Security Securities of such series in an amount equal to the principal amount of the Certificated Security, Physical Securities of such series to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities of such series so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB:person purporting to be a QIB (excluding transfers to non-U.S. persons): (i1) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the transfer has been made in com- 49 - 42 - pliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (B2) 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 the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Registrar of instructions given in accordance with DTC’s the Depository's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount at maturity of the Restricted Global Security in an amount equal to the principal amount at maturity of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any an Initial Security bearing the Restricted Securities Legend to a QIB: (i) if If the Security to be transferred consists of (A) a Certificated SecurityU.S. Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Initial Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Initial Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Initial Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it, or the person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing registration provided by Rule 144A. (ii) if If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, upon receipt by the Registrar of instructions given in accordance with DTC’s the Depositary's and the Registrar’s 's procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated Security, U.S. Physical Securities to be transferred, and the Trustee shall cancel the Certificated U.S. Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any an Initial Security bearing and the Restricted Securities Legend transfer of the beneficial interest in an Initial Security to a QIB: (i) if : the Security to be transferred consists of (A) a Certificated Security, the 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 delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (Bz) an in the case of the transfer of the beneficial interest in the Restricted Global Securityan Initial Security (other than a transfer by an Agent Member, to which clause (ii) below shall apply), the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Registrar of instructions given is made in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, to be transferred, and the Trustee shall cancel the Certificated Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Rule 144A under the Securities to be transferred and (B) an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferredAct.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of any a Security bearing the Restricted Securities Legend to a QIB, other than any QIB that is a Non-U.S. Person: (i) if If the Security to be transferred consists of is (A) either a Certificated SecurityRule 144A Definitive Security or a Regulation S Definitive Security prior to the removal of the Private Placement Legend, the Registrar shall register transferor must advise the transfer if Company and the Trustee in writing that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has advised the Company and the Trustee in writing that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such transfer account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A, or has determined not to request such information, and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by a proposed transferor who has delivered to the Trustee a certification substantially in the form of Exhibit 3 to this Appendix A Rule 144A; or (B) an interest in the Restricted a Rule 144A Global Security, the transfer of such interest may be effected only through the book book-entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;DTC. (ii) if If the proposed transferee is an Agent Member and the Security to be transferred consists of a Certificated SecurityRule 144A Definitive Securities, upon receipt by the Registrar Trustee of the documents referred to in paragraph (i) above and instructions given in accordance with the procedures of DTC’s and , Clearstream or Euroclear, as the Registrar’s procedures thereforcase may be, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Rule 144A Definitive Securities to be transferred, and the Trustee shall cancel the Certificated Security Rule 144A Definitive Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any Security bearing the Restricted Securities Legend Warrants to a QIB: (i) Following the Rule 144A Availability Date, if the Security Warrants to be transferred consists of (A) a are represented by Certificated SecurityWarrants, the Registrar Warrant Agent shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Warrant Certificate stating, or has otherwise advised the Company and the Warrant Agent in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Warrant Certificate stating, or has otherwise advised the Company and the Warrant Agent in writing, that it is purchasing the Warrants for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) if If the Security to be transferred consists of a Certificated Securityproposed transferee is an Agent Member, upon receipt by the Registrar Warrant Agent of the documents referred to in clause (i) above and instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures thereforWarrant Agent's procedures, the Registrar Warrant Agent shall reflect on its books and records the date and an increase in the principal amount of Warrants represented by the Restricted Global Security Warrant in an amount equal to the principal amount of Warrants represented by the Certificated Security, Warrants to be transferred, and the Trustee Warrant Agent shall cancel the Certificated Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferredWarrants.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of any Security bearing a Series C Bond required to bear the Restricted Securities Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if the The Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 to this Appendix A Series C Bond stating, or (B) an interest in has otherwise advised the Restricted Global SecurityCompany, the transfer Trustee and the Security Registrar in writing, that the sale has been made in compliance with the provisions of such interest may be effected only through Rule 144A to a transferee who has signed the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Series C Bond stating, or has otherwise advised the Company, the Trustee and the Security Registrar in writing, that it is purchasing the Series C Bond for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it, or the Person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) if the Security to be transferred consists of a Certificated Security, upon Upon receipt by the Security Registrar of the documents required by clause (i) above and instructions given in accordance with DTC’s 's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the a Restricted Global Security in an amount equal to the principal amount of the Certificated Security, to be interests in such Regulation S Global Security being transferred, and the Trustee shall cancel decrease the Certificated amount of such Regulation S Global Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the Restricted Securities Legend to a QIB:person purporting to be a QIB (excluding transfers to non-U.S. persons): (i1) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Security if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (B2) the Security Registrar shall register the transfer of any Security 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 the Restricted Rule 144A Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any an Initial Security bearing the Restricted Securities Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (A) a Certificated SecurityPhysical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 to this Appendix A Initial Security stating, or (B) an interest has otherwise advised the Company and the Security Registrar in writing, that the Restricted Global Security, sale has been made in compliance with the transfer provisions of such interest may be effected only through the book entry system maintained by DTC after delivery Rule 144A to the Trustee of a transferee who has signed the certification substantially in provided for on the form of Exhibit 3 Initial Security, stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Initial Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it, or the person on whose behalf it is acting with respect to any such account, is a QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) if If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the U.S. Global Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depository's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if If the proposed transferor is a participant in DTC seeking Security to transfer be transferred consists of an interest in a the U.S. Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s and the Registrar’s proceduresproposed transferee is a Agent Member, the Security Registrar shall register the reflect such 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 Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferredrecords.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of any a Security bearing the Restricted Securities Legend to a QIB:QIB (excluding transfers to Non-U.S. Persons, which shall be governed by clause (e)): (i) if the Security to be transferred consists of (Ax) a Certificated Securityeither Offshore Physical Securities prior to the removal of the Private Placement Legend or U.S. Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Issuer and the Registrar in writing that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global SecuritySecurities, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary; and (ii) if the Security proposed transferee is an Agent Member, and the Securities to be transferred consists consist of U.S. Physical Securities which after transfer are to be evidenced by an interest in a Certificated U.S. Global Security, upon receipt by the Registrar of instructions given in accordance with DTCthe Depository’s and the Registrar’s procedures thereforprocedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted applicable U.S. Global Security in an amount equal to the principal amount of the Certificated Security, U.S. Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security U.S. Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB:QIB (excluding transfers to Non-U.S. Persons): (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account, or the Person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the Security proposed transferee is a Participant, and the Securities to be transferred consists consist of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Registrar of instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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, and the transfer of any the beneficial interest in, an Initial Security bearing the Restricted Securities Legend to a QIB:QIB (excluding Non- U.S. Persons): (i) if the Security to be transferred consists of (A) a Certificated Security, the 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 delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, to be transferred, and the Trustee shall cancel the Certificated Security so transferred; and (iii) if the proposed transferor is a participant in DTC an Agent Member seeking to transfer an interest in a Regulation S Global Security, upon receipt by the Security Registrar of written instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s 's procedures, the Security 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 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 Restricted 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 transferee 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 any an Initial Security bearing the Restricted Securities Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (A) a Certificated SecurityU.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 to this Appendix A Initial Security stating, or (B) an interest has otherwise advised 64 77 the Company and the Security Registrar in writing, that the Restricted Global Security, sale has been made in compliance with the transfer provisions of such interest may be effected only through the book entry system maintained by DTC after delivery Rule 144A to the Trustee of a transferee who has signed the certification substantially in provided for on the form of Exhibit 3 Initial Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Initial Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it, or the person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) if If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated SecurityU.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, as the case may be, to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any an Initial Security bearing the Restricted Securities Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if the The Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend if (x) the requested transfer 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 delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 to this Appendix A Initial Security stating, or (B) an interest has otherwise advised the Company and the Security Registrar in writing, that the Restricted Global Security, sale has been made in compliance with the transfer provisions of such interest may be effected only through the book entry system maintained by DTC after delivery Rule 144A to the Trustee of a transferee who has signed the certification substantially in provided for on the form of Exhibit 3 Initial Security stating, or has otherwise advised the Company and the Security Registrar in writing,that it is purchasing the Initial Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it, or the person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) if If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records Appendix A to the Rule 144A Global Security the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and. (iii) if If the proposed transferor is a participant in DTC an Agent Member seeking to transfer an interest in a Global Security, upon receipt by the Security Registrar of written instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s 's procedures, the Security Registrar shall register the transfer and reflect (A) on its books and records Appendix A to Global Security from which interests are to be transferred 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) on Appendix A to the Rule 144A Global Security the date and an increase in the principal amount of the Restricted 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 any a U.S. Physical Security bearing or an interest in the Restricted Securities Legend U.S. Global Security to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (Ax) a Certificated SecurityU.S. Physical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Initial Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Initial Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Initial Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global Security, the transfer of such interest may be effected only through the book book-entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary. (ii) if If the proposed transferee is an Agent Member, and the Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Restricted U.S. Global Security in an amount equal to the principal amount at maturity of the Certificated Security, U.S. Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a U.S. Physical Security bearing the Restricted Securities Legend or an interest in a U.S. Global Security to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (Ax) a Certificated SecurityU.S. Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted a U.S. Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary. (ii) if If the proposed transferor is an Agent Member, and the Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, upon receipt by the Registrar of the documents referred to in clause (i) and instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Restricted such U.S. Global Security in an amount equal to the principal amount at maturity of the Certificated Security, U.S. Physical Securities to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB:person purporting to be a QIB (excluding transfers to non-U.S. persons): 50 -43- (i1) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (B2) 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 the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Registrar of instructions given in accordance with DTC’s the Depository's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any Security bearing the Restricted Securities Legend an Initial KDSM Senior Debenture to a QIB: (i) if If the Security KDSM Senior Debenture to be transferred consists of (A) a Certificated SecurityPhysical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to the Trustee a transferee who has signed the certification substantially in provided for on the form of Exhibit 3 Initial KDSM Senior Debenture stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Initial KDSM Senior Debenture for its own account or an account with respect to this Appendix A which it exercises sole investment discretion and that it, or (B) an interest the person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Restricted Global Security, Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transfer of such interest may be effected only through transferor is relying upon its foregoing representations in order to claim the book entry system maintained exemption from registration provided by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Rule 144A. (ii) if If the Security proposed transferee is an Agent Member, and the Initial KDSM Senior Debenture to be transferred consists of a Certificated SecurityPhysical Securities, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated SecurityPhysical Securities, to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any Security bearing the Restricted Securities Legend to a QIBQIB (x) of a Restricted Security or (y) at any time prior to the 41st day after the Issue Date, of an Offshore Physical Security or an interest in the Offshore Global Security: (i) if If the Security to be transferred consists of (Ax) a Certificated SecurityPhysical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Series A Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provi- sions of Rule 144A to this Appendix a transferee who has signed the certification provided for on the form of Series A Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Series A 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 within the meaning of Rule 144A, and that it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global Security, the transfer of such interest may be is effected only through the book book-entry system maintained by DTC after delivery to the Trustee of a certification substantially Depository in accordance with the Depository's and the Security Registrar's procedures therefor or (z) an interest in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Offshore Global Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security held by the Depository in an amount equal to the principal amount of the interest in the Offshore Global Security to be transferred and the Depository and the Security Registrar shall record the date and a corresponding decrease in the principal amount of the Offshore Global Security. (ii) If the proposed transferee is an Agent Member, and the Series A Security to be transferred consists of Physical Securities, upon receipt by the Security Registrar of instructions given in accordance with the Depository's and the Security Registrar's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the U.S. Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any Security bearing a U.S. Physical Debenture, an interest in a U.S. Global Debenture or an interest in an Offshore Global Debenture prior to the Restricted Securities removal of the Private Placement Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security Debenture to be transferred consists of (x) either (A) an interest in a Certificated SecurityOffshore Global Debenture prior to the removal of the Private Placement Legend or (B) U.S. Physical Debentures, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Debenture stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Debenture stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global SecurityDebentures, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depository. (ii) if If the Security proposed transferee is an Agent Member, and the Debenture to be transferred consists of a Certificated SecurityU.S. Physical Debentures, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security Debentures in an amount equal to the principal amount of the Certificated Security, U.S. Physical Debentures to be transferred, and the Trustee shall cancel the Certificated Security U.S. Physical Debentures so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule l44A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule l44A, and is aware that the sale to it is being made in reliance on Rule l44A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule l44A 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 l44A; and (ii) if the Security proposed transferee is an Agent Member, and the Securities to be transferred consists consist of a Certificated certificated Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, certificated Securities to be transferred, and the Trustee shall cancel the Certificated Security certificated Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 in respect to of the registration of any proposed transfer of any a Security bearing the constituting a Restricted Securities Legend Security to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account in respect of which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to this Appendix A;it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the Security proposed transferee is an Agent Member, and the Securities to be transferred consists consist of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount Principal Amount of the Restricted Global Security in an amount equal to the principal amount Principal Amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Transfer Restricted Security bearing the Restricted Securities Legend to a QIB:QIB (other than a Non-U.S. person); (i) if If the Security to be transferred consists of (Ax) a Certificated SecurityU.S. Physical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Initial Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Initial Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Initial Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, and that it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global Security, the transfer of such interest may be effected only through the book book-entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary. (ii) if If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of a Certificated SecurityPhysical Securities, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB:person purporting to be a QIB (excluding transfers to non-U.S. persons): (i1) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the transfer has been made in com- 49 -42- pliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (B2) 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 the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Registrar of instructions given in accordance with DTC’s the Depository's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount at maturity of the Restricted Global Security in an amount equal to the principal amount at maturity of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any an Initial Security bearing the Restricted Securities Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer 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 delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix Awhich it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (ii) if the Security proposed transferee is an Agent Member and the Securities to be transferred consists consist of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the 144A Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depository's and the Registrar’s procedures therefor's procedures, the Registrar shall register the transfer and reflect on its books book and records the date and an increase in the principal amount of the Restricted 144A Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC an Agent Member seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depository's and the Registrar’s '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 Restricted 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 any a Restricted Security bearing the Restricted Securities Legend to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the 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 such Security; PROVIDED, HOWEVER, that the transferor shall represent to the Registrar that, to the transferor's knowledge, 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 such Security or (y) such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix Awhich it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (ii) if the Security proposed transferee is a Participant and the Securities to be transferred consists consist of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depository's and the Registrar’s procedures therefor's procedures, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC Participant seeking to transfer an interest in a the Regulation S Global Security or the IAI Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depository's and the Registrar’s '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 from which interests are to be transferred 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 Restricted Rule 144A Global Security in an amount equal to the aggregate principal amount of the Global Security Securities to be transferred.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of a Security to any Security bearing the Restricted Securities Legend QIB (excluding transfers to a QIB:non-U.S. persons): (i1) if the The Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A. (B2) Subject to paragraph (1) above, if (i) 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 the Restricted Rule 144A Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and , and (iiiii) if the proposed transferor is an Agent Member holding a participant in DTC seeking to transfer an beneficial interest in an Institutional Accredited Investor Global Security or a Regulation S Global Security, upon receipt by the Security Registrar of written instructions given in accordance with DTC’s the Depository's and the Security Registrar’s 's procedures, the Security Registrar shall register the transfer and reflect on its books and records the date of such transfer and (A) a decrease in the principal amount of the such Institutional Accredited Investor Global Security from which interests are to be transferred or 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 Restricted a 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the Security proposed transferee is an Agent Member, and the Securities to be transferred consists consist of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Security Registrar of instructions given in accordance with DTCthe Depositary’s and the Security Registrar’s procedures thereforprocedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount Principal Amount of the Restricted Global Security in an amount equal to the principal amount aggregate Principal Amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB:person purporting to be a QIB (excluding transfers to non-U.S. persons): 57 -49- (i1) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (B2) 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 the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Registrar of instructions given in accordance with DTC’s the Depository's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount at maturity of the Restricted Global Security in an amount equal to the principal amount at maturity of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Restricted Security bearing the Restricted Securities Legend to a QIB: (i) if the Security to be transferred consists of (A) a Certificated Security, the 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 such Security; provided, however, that the transferor shall represent to the Registrar that, to the transferor's knowledge, 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 such Security or (y) such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix Awhich it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (ii) if the Security proposed transferee is a Participant and the Securities to be transferred consists consist of a Certificated Physical Securities which after transfer are to be evidenced by an interest in the Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depository's and the Registrar’s procedures therefor's procedures, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC Participant seeking to transfer an interest in a the Regulation S Global Security or the IAI Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depository's and the Registrar’s '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 from which interests are to be transferred 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 Restricted Rule 144A Global Security in an amount equal to the aggregate principal amount of the Global Security Securities to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of any Security bearing a U.S. Physical Debenture, an interest in a U.S. Global Debenture or an interest in an Offshore Global Debenture prior to the Restricted Securities removal of the Private Placement Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security Debenture to be transferred consists of (x) either (A) an interest in a Certificated SecurityOffshore Global Debenture prior to the removal of the Private Placement Legend or (B) U.S. Physical Debentures, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Debenture stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Debenture stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global SecurityDebentures, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depository. (ii) if If the Security proposed transferee is an Agent Member, and the Debenture to be transferred consists of a Certificated SecurityU.S. Physical Debentures, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security Debentures in an amount equal to the principal amount of the Certificated Security, U.S. Physical Debentures to be transferred, and the Trustee shall cancel the Certificated Security U.S. Physical Debentures so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any Security bearing the Restricted Securities Legend Warrants to a QIB:QIB (excluding non-U.S. Persons): (i) if If the Security Warrants to be transferred consists of (A) a are represented by Certificated SecurityWarrants, the Registrar Warrant Agent shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Warrant Certificate stating, or has otherwise advised the Company and the Warrant Agent in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Warrant Certificate stating, or has otherwise advised the Company and the Warrant Agent in writing, that it is purchasing the Warrants for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) if If the Security to be transferred consists of a Certificated Securityproposed transferee is an Agent Member, upon receipt by the Registrar Warrant Agent of the documents referred to in clause (i) above and instructions given in accordance with DTC’s the Depositary's and the Registrar’s procedures thereforWarrant Agent's procedures, the Registrar Warrant Agent shall reflect on its books and records the date and an increase in the principal amount of Warrants represented by the Restricted Global Security Warrant in an amount equal to the principal amount of Warrants represented by the Certificated Security, Warrants to be transferred, and the Trustee Warrant Agent shall cancel the Certificated Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferredWarrants.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of any an Initial Security bearing the Restricted Securities Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (A) a Certificated SecurityU.S. Physical Securities, Temporary Offshore Global Securities or Permanent Offshore Physical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Initial Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Initial Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Initial Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it, or the person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) if If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, Temporary Offshore Global Securities or Permanent Offshore Physical Securities, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated SecurityU.S. Physical Securities, Temporary Offshore Global Securities or Permanent Offshore Physical Securities, as the case may be, to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the Restricted Securities Legend or beneficial interest therein to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (Ax) a Certificated SecurityU.S. Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global SecuritySecurities, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;depositary. (ii) if If the proposed transferee is an Agent Member, and the Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, upon receipt by the Registrar of the documents referred to in paragraph (i) above and instructions given in accordance with DTC’s the depositary's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security Securities in an amount equal to the principal amount of the Certificated Security, U.S. Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security U.S. Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the Restricted Securities Legend to a QIB, other than any QIB that is a Non-U.S. Person: (i) if If the Security to be transferred consists of is (A) either a Certificated SecurityRule 144A Definitive Security or a Regulation S Definitive Security prior to the removal of the Private Placement Legend, the Registrar shall register transferor must advise the transfer if Issuer and the Trustee in writing that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has advised the Issuer and the Trustee in writing that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such transfer account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer and 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 a proposed transferor who has delivered to the Trustee a certification substantially in the form of Exhibit 3 to this Appendix A Rule 144A; or (B) an interest in the Restricted a Rule 144A Global Security, the transfer of such interest may be effected only through the book book-entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;DTC. (ii) if If the proposed transferee is an Agent Member and the Security to be transferred consists of a Certificated SecurityRule 144A Definitive Securities, upon receipt by the Registrar Trustee of the documents referred to in paragraph (i) above and instructions given in accordance with the procedures of DTC’s and , Clearstream or Euroclear, as the Registrar’s procedures thereforcase may be, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Rule 144A Definitive Securities to be transferred, and the Trustee shall cancel the Certificated Security Rule 144A Definitive Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Restricted Security bearing the Restricted Securities Legend to a QIB:QIB (other than a Non-U.S. person): (i) if If the Security to be transferred consists of (Ax) a Certificated SecurityU.S. Physical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing. that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, and that it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A and (By) an interest in the Restricted a U.S. Global Security, the transfer of such interest may be effected only through the book book-entry system maintained by DTC after delivery the Depository, subject otherwise to the Trustee of a certification substantially conditions in the form of Exhibit 3 to this Appendix A;(a) above. (ii) if If the proposed transferee is an Agent Member, and the Security to be transferred consists of a Certificated SecurityPhysical Securities, upon receipt by the Security Registrar of instructions given in accordance with DTCthe Depository’s and the Security Registrar’s procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted applicable U.S. Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the constituting a Restricted Securities Legend Security to a QIB: (ia) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Corporation and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Corporation and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Corporation as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (Bb) 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 the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, 634606.8 25 Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a U.S. Physical Security bearing or an interest in the Restricted U.S. Global Securities Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (Ax) a Certificated SecurityU.S. Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global SecuritySecurities, the transfer of such interest may be effected only through the book book-entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary. (ii) if If the proposed transferor is an Agent Member, and the Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, upon receipt by the Registrar of the documents referred to in clause (i) and instructions given in accordance with DTCthe Depositary’s and the Registrar’s procedures thereforprocedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security Securities in an amount equal to the principal amount of the Certificated Security, U.S. Physical Securities to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the Restricted Securities Legend to a QIB:QIB (excluding transfers to Non-U.S. Persons, which shall be governed by clause (c)): (i) if the Security to be transferred consists of (Ax) a Certificated Securityeither Offshore Physical Securities prior to the removal of the Private Placement Legend or U.S. Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Issuer and the Registrar in writing that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (By) an interest in the Restricted U.S. Global SecuritySecurities, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Depositary; and (ii) if the Security proposed transferee is an Agent Member, and the Securities to be transferred consists consist of U.S. Physical Securities which after transfer are to be evidenced by an interest in a Certificated U.S. Global Security, upon receipt by the Registrar of instructions given in accordance with DTCthe Depository’s and the Registrar’s procedures thereforprocedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted applicable U.S. Global Security in an amount equal to the principal amount of the Certificated Security, U.S. Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security U.S. Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any a Security bearing the Restricted Securities Legend to a QIB: (i) if If the Security to be transferred consists of (A) a Certificated Physical Security or consists of a beneficial interest in a Global Security that after the transfer is to be evidenced by a beneficial interest in a different Global Security, the Security Registrar shall register the transfer if it complies with all other applicable requirements of this Indenture and if such transfer is being made by a proposed transferor who has delivered advised the Company and the Security Registrar in writing pursuant to Exhibit A, that the Trustee sale has been made in compliance with the provisions of Rule 144A to a certification substantially transferee who has advised the Company and the Security Registrar in a writing signed by one of its executive officers in the form required by Rule 144A, that it is purchasing the 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 is acting with respect to any such account, is a QIB within the meaning of Exhibit 3 Rule 144A, and is aware that the sale to this Appendix A it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or (B) an interest 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 Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained exemption from registration provided by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A;Rule 144A. (ii) if If the proposed transferee is or is acting through an Agent Member, and the Security to be transferred consists of a Certificated Physical Security that after the transfer is to be evidenced by an interest in a Global Security or consists of a beneficial interest in a Global Security that after the transfer is to be evidenced by an interest in a different Global Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted transferee Global Security in an amount equal to the principal amount of the Certificated Security, Physical Security to be transferred or such beneficial interest in such transferor Global Security to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall register the transfer and transferred or reflect on its books and records the date and (A) a decrease in the principal amount of such transferor Global Security, as 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 Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferredcase may be.

Transfers to QIBs. The following provisions shall apply with ------------------ respect to the registration of any proposed transfer of a Security to any Security bearing the Restricted Securities Legend QIB (excluding transfers to a QIB:non-U.S. persons): (i1) if the The Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made in compliance with the exemption from registration under the Securities Act provided under Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that such transferee represents and warrants that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A. (B2) Subject to paragraph (1) above, if (i) 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 the Restricted Rule 144A Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in the form of Exhibit 3 to this Appendix A; (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depository's and the Security Registrar’s procedures therefor's procedures, the Security Registrar shall reflect on its books and records the Security Register the date and an increase in the principal amount of the Restricted Rule 144A Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and , and (iiiii) if the proposed transferor is an Agent Member holding a participant in DTC seeking to transfer an beneficial interest in an Institutional Accredited Investor Global Security or a Regulation S Global Security, upon receipt by the Security Registrar of written instructions given in accordance with DTC’s the Depository's and the Security Registrar’s 's procedures, the Security Registrar shall register the transfer and reflect on its books and records the date of such transfer and (A) a decrease in the principal amount of the such Institutional Accredited Investor Global Security from which interests are to be transferred or 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 Restricted a 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 any a Security bearing the Restricted Securities Legend to a QIBQIB if the Securities are being offered and sold in reliance on Rule 144A: (i) if If the Security to be transferred consists of (A) a Certificated Physical Securities or an interest in the Temporary Offshore Global Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) if If the proposed transferee is an Agent Member and the Security to be transferred consists of a Certificated Physical Securities or an interest in the Temporary Offshore Global Security, upon receipt by the Registrar of the documents referred to in clause (i) and instructions given in accordance -29- with DTC’s the Depository's and the Registrar’s procedures therefor's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated Physical Securities or the interest in the Temporary Offshore Global Security, as the case may be, to be transferred, and the Trustee shall cancel the Certificated Physical Securities or decrease the amount of the Temporary Offshore Global Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any an Initial Security bearing the Restricted Securities Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if the Security to be transferred consists of (A) a Certificated Security, the Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer 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 delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A or (B) an interest in a transferee who has signed the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC after delivery to the Trustee of a certification substantially in provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) if the Security to be transferred consists of a Certificated Security, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Certificated Security, to be transferred, and the Trustee shall cancel the Certificated Security so transferred; and (iii) if the proposed transferor is a participant in DTC an Agent Member seeking to transfer an interest in a Regulation S Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s the Depository's and the Registrar’s '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 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 Restricted 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 any a Restricted Security bearing the Restricted Securities Legend to a QIB:QIB (other than a Non-U.S. person): (i) if If the Security to be transferred consists of (Ax) a Certificated SecurityU.S. Physical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 Security stating, or has otherwise advised the Company and the Security Registrar in writing. that the sale has been made in compliance with the provisions of Rule 144A to this Appendix A a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, and that it is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A and (By) an interest in the Restricted U.S. Global Security, the transfer of such interest may be he effected only through the book book-entry system maintained by DTC after delivery the Depository, subject otherwise to the Trustee of a certification substantially conditions in the form of Exhibit 3 to this Appendix A;(a) above. (ii) if If the proposed transferee is an Agent Member, and the Security to be transferred consists of a Certificated SecurityPhysical Securities, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depository's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated Security, Physical Securities to be transferred, and the Trustee shall cancel the Certificated Security Physical Securities so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted 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 any an Initial Security bearing the Restricted Securities Legend to a QIB:QIB (excluding Non-U.S. Persons): (i) if If the Security to be transferred consists of (A) a Certificated SecurityU.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to checked the Trustee a certification substantially in box provided for on the form of Exhibit 3 to this Appendix A Initial Security stating, or (B) an interest has otherwise advised the Company and the Security Registrar in writing, that the Restricted Global Security, sale has been made in compliance with the transfer provisions of such interest may be effected only through the book entry system maintained by DTC after delivery Rule 144A to the Trustee of a transferee who has signed the certification substantially in provided for on the form of Exhibit 3 Initial Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Initial Security for its own account or an account with respect to this Appendix A;which it exercises sole investment discretion and that it, or the person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (ii) if If the proposed transferee is an Agent Member, and the Initial Security to be transferred consists of a Certificated SecurityU.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, upon receipt by the Security Registrar of instructions given in accordance with DTC’s the Depositary's and the Security Registrar’s 's procedures therefor, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted U.S. Global Security in an amount equal to the principal amount of the Certificated SecurityU.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, as the case may be, to be transferred, and the Trustee shall cancel the Certificated Physical Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’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 Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferred.