Common use of Transfers to QIBs Clause in Contracts

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons): (i) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 (ii) 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 Rule 144A 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 the Security Register the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons): (i1) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii2) 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 Rule 144A 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 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.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) 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 Rule 144A Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's Depositary’s and the Security Registrar's ’s procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect ------------------ to the registration of any proposed transfer of a Restricted Security to a person purporting to be a any QIB (excluding transfers to non-U.S. persons): (i1) the The Security Registrar shall register the transfer of any Restricted 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 checked the box provided for on the form of 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 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; and144A. (ii2) the Security Registrar shall register the transfer of any Restricted Security 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 Rule 144A 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 the Security Register the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount 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 of such transfer and (A) a decrease in the principal amount of such Institutional Accredited Investor Global Security or Regulation S Global Security, as the case may be, in an amount equal to the principal amount to be transferred and (B) an increase in the principal amount of a Rule 144A Global Security in an amount equal to the principal amount to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons): (i) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 (ii) 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 Rule 144A Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's ’s and the Security Registrar's ’s procedures, the Security Registrar shall reflect on the Security Register the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted U.S. Physical Security or an interest in the U.S. Global Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of (x) U.S. Physical Securities, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Security, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Security to be transferred consist consists of U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the U.S. Physical Securities to be transferred, transferred and the Trustee shall cancel the U.S. Physical Securities Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security Registrar shall register the transfer of any Restricted Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (ii) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferee is an Agent Member, a Participant and the Securities to be transferred consist of 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 the Physical Security and written instructions given in accordance with the Depository's ’s and the Security Registrar's ’s procedures, the Security Registrar shall register the transfer and reflect on the Security Register its book and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of Physical Securities to be transferred, and the Registrar shall cancel the Physical Securities so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Security, upon receipt by the Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Securities to be transferred and (B) an increase in the principal amount of the 144A Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect ------------------ to the registration of any proposed transfer of a Restricted Security to a person purporting to be a any QIB (excluding transfers to non-U.S. persons): (i1) the The Security Registrar shall register the transfer of any Restricted 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 checked the box provided for on the form of 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 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; and144A. (ii2) the Security Registrar shall register the transfer of any Restricted Security 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 Rule 144A 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 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 of such transfer and (A) a decrease in the principal amount at maturity of such Institutional Accredited Investor Global Security or Regulation S Global Security, as the case may be, in an amount equal to the principal amount at maturity to be transferred and (B) an increase in the principal amount at maturity of a Rule 144A Global Security in an amount equal to the principal amount at maturity to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) 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 Rule 144A Global Security, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount Principal Amount of the Rule 144A Global Security in an amount equal to the principal amount Principal Amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted an Initial Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of U.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 such the sale has been made in compliance with the provisions of Rule 144A to the transferee represents who has signed the certification provided for on the form of Initial Security stating, or has otherwise advised the Company and warrants 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 each of it, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Initial Security to be transferred consist consists of U.S. Physical Securities, Temporary Offshore Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global Securityor Permanent Offshore Physical Securities, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the U.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 Physical Securities Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted U.S. Physical Security or an interest in the U.S. Global Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of (A) U.S. Physical Securities, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (B) an interest in the U.S. Global Security, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Security to be transferred consist consists of U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the U.S. Physical Securities to be transferred, and the Trustee shall cancel the U.S. Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security 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 checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (ii) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferee is an Agent Member, a Participant and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of written instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall register the transfer and reflect on the Security Register its books and records the date and an increase in the principal amount of the Global Securities in an amount equal to the principal amount of Physical Securities to be transferred, and the Trustee shall cancel the Physical Security so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Security upon receipt by the Registrar of written instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the aggregate principal amount of the Regulation S Global Security in an amount equal to the aggregate principal amount of the Securities to be transferred and (B) an increase in the aggregate principal amount of the Rule 144A Global Security in an amount equal to the aggregate principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) 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 non-Global 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 the Depository's Depositary’s and the Security Registrar's ’s procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical non-Global Securities to be transferred, and the Trustee shall cancel the Physical non-Global Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security or beneficial interest therein to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i1) If the Security to be transferred consists of (x) U.S. Physical Securities, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and 144A or (iiy) an interest in the Security Registrar shall register U.S. Global Securities, the transfer of any Restricted Security if such interest may be effected only through the book entry system maintained by the Depositary. (2) If the proposed transferee is an Agent Member, and the Securities Security to be transferred consist consists of U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of the documents referred to in paragraph (1) above and instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security Securities in an amount equal to the principal amount of the U.S. Physical Securities to be transferred, and the Trustee shall cancel the U.S. Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply ----------------- with respect to the registration of any proposed transfer of a Restricted U.S. Physical Security or an interest in a U.S. Global Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of (x) U.S. Physical Securities, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in a U.S. Global Security, the transfer of such interest may be effected only through the book entry system maintained by the Depositary. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee transferor is an Agent Member, and the Securities Security to be transferred consist consists of U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount at maturity of the Rule 144A such U.S. Global Security in an amount equal to the principal amount at maturity of the U.S. Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities Security so transferred.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of a Restricted an Initial Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of U.S. Physical Securities, Temporary Offshore Global Securities or Permanent Offshore Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 such the sale has been made in compliance with the provisions of Rule 144A to a transferee represents who has signed the certification provided for on the form of Initial Security stating, or has otherwise advised the Company and warrants 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 each of it, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Initial Security to be transferred consist consists of U.S. Physical Securities, Temporary Offshore Global Securities which after transfer are to be evidenced by an interest in the Rule 144A Global Securityor Permanent Offshore Physical Securities, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the U.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 Physical Securities Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) 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 Rule 144A Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's Depositary’s and the Security Registrar's ’s procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount Principal Amount of the Rule 144A Global Security in an amount equal to the principal amount aggregate Principal Amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons): (i1) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made in compliance com- 49 -42- pliance with the exemption from registration under the Securities Act provided under Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii2) 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 Rule 144A 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 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.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security or beneficial interest therein to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of (x) U.S. Physical Securities, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the depositary. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Security to be transferred consist consists of U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of the documents referred to in paragraph (i) above and instructions given in accordance with the Depositorydepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security Securities in an amount equal to the principal amount of the U.S. Physical Securities to be transferred, and the Trustee shall cancel the U.S. Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons, which shall be governed by clause (c)): (i) if the Security to be transferred consists of (x) either Offshore Physical Securities prior to the removal of the Private Placement Legend or U.S. Physical Securities, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company Issuer and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company Issuer and the Security Registrar in writing, that such transferee represents and warrants 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 each of it and any such account is a QIB within the meaning of Rule 144A 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the its foregoing representations in order to claim the exemption from registration provided by Rule 144A144A or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the Depositary; and (ii) 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 U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A a U.S. Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's ’s and the Security Registrar's ’s procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A applicable U.S. Global Security in an amount equal to the principal amount of the U.S. Physical Securities to be transferred, and the Trustee shall cancel the U.S. Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons): (i1) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made in compliance com- 49 - 42 - pliance with the exemption from registration under the Securities Act provided under Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii2) 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 Rule 144A 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 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.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):): 50 -43- (i1) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii2) 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 Rule 144A 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 the Security Register the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted U.S. Physical Security or an interest in the U.S. Global Securities to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of (x) U.S. Physical Securities, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee transferor is an Agent Member, and the Securities Security to be transferred consist consists of U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance with the Depository's Depositary’s and the Security Registrar's ’s procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security Securities in an amount equal to the principal amount of the U.S. Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):): 57 -49- (i1) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii2) 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 Rule 144A 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 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.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted an Initial Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) the The Security Registrar shall register the transfer of any Restricted Initial Security, whether or not such Security bears the Private Placement Legend if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise lawfully be made under the Securities Act without registering such Initial Security thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 such the sale has been made in compliance with the provisions of Rule 144A to the transferee represents who has signed the certification provided for on the form of Initial Security stating, or has otherwise advised the Company and warrants 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 each of it, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Initial Security to be transferred consist consists of 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 the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on Appendix A to the Rule 144A Global Security Register the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities Security so transferred. (iii) If the proposed transferor is an Agent Member seeking to transfer an interest in a Global Security, upon receipt by the Security Registrar of written instructions given in accordance with the Depositary's and the Security Registrar's procedures, the Security Registrar shall register the transfer and reflect (A) on Appendix A to Global Security from which interests are to be transferred the date and 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 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 Restricted Security to a person purporting to be a any QIB (excluding transfers to non-U.S. persons): (i1) the The Security Registrar shall register the transfer of any Restricted 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 checked the box provided for on the form of 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 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; and144A. (ii2) the Security Registrar shall register the transfer of any Restricted Security 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 Rule 144A 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 the Security Register the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount 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 of such transfer and (A) a decrease in the principal amount of such Institutional Accredited Investor Global Security or Regulation S Global Security, as the case may be, in an amount equal to the principal amount to be transferred and (B) an increase in the principal amount of a Rule 144A Global Security in an amount equal to the principal amount to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted an Initial Security and the transfer of the beneficial interest in an Initial Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons): (i) QIB: the Security Registrar shall register the transfer of any Restricted Initial Security, whether or not such Security bears the Private Placement Legend, and the transfer of the beneficial interest in an Initial Security may be made if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder, (y) in the case of the registration of a transfer by the Security Registrar, such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and 144A or (iiz) in the Security Registrar shall register case of the transfer of any Restricted the beneficial interest in an Initial Security if the proposed transferee is (other than a transfer by an Agent Member, and to which clause (ii) below shall apply), the Securities to be transferred consist of 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 is made in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to under the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferredAct.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons, which shall be governed by clause (e)): (i) if the Security to be transferred consists of (x) either Offshore Physical Securities prior to the removal of the Private Placement Legend or U.S. Physical Securities, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company Issuer and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company Issuer and the Security Registrar in writing, that such transferee represents and warrants 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 each of it and any such account is a QIB within the meaning of Rule 144A 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the its foregoing representations in order to claim the exemption from registration provided by Rule 144A144A or (y) an interest in the U.S. Global Securities, the transfer of such interest may be effected only through the book entry system maintained by the Depositary; and (ii) 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 U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A a U.S. Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's ’s and the Security Registrar's ’s procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A applicable U.S. Global Security in an amount equal to the principal amount of the U.S. Physical Securities to be transferred, and the Trustee shall cancel the U.S. Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Security to a person purporting to be a QIB (excluding transfers to nonother than a Non-U.S. persons):person); (i) If the Security to be transferred consists of (x) U.S. Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 such the sale has been made in compliance with the provisions of Rule 144A to a transferee represents who has signed the certification provided for on the form of Initial Security stating, or has otherwise advised the Company and warrants 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 each of it and any such account is a QIB are QIBs within the meaning of Rule 144A 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; and144A or (y) an interest in the U.S. Global Security, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Initial Security to be transferred consist consists of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons): (i1) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 (ii2) 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 Rule 144A 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 the Security Register the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of a Restricted Security Warrants to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) Following the Security Registrar Rule 144A Availability Date, if the Warrants to be transferred are represented by Certificated Warrants, the Warrant Agent shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security Warrant Certificate stating, or who has otherwise advised the Company and the Security Registrar Warrant Agent in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security Warrant Certificate stating, or has otherwise advised the Company and the Security Registrar Warrant Agent in writing, that such transferee represents and warrants that it is purchasing the Security Warrants 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if 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 Rule 144A Global Security, upon receipt by the Security Registrar Warrant Agent of the documents referred to in clause (i) above and instructions given in accordance with the DepositoryDepositary's and the Security RegistrarWarrant Agent's procedures, the Security Registrar Warrant Agent shall reflect on the Security Register its books and records the date and an increase in the principal amount of Warrants represented by the Rule 144A Restricted Global Security Warrant in an amount equal to the principal amount of Warrants represented by the Physical Securities Certificated Warrants to be transferred, and the Trustee Warrant Agent shall cancel the Physical Securities so transferredCertificated Warrants.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):if the Securities are being offered and sold in reliance on Rule 144A: (i) If the Security to be transferred consists of Physical Securities or an interest in the Temporary Offshore Global Security, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, Member and the Securities Security to be transferred consist consists of Physical Securities which after transfer are to be evidenced by or an interest in the Rule 144A Temporary Offshore Global Security, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance -29- with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the 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 Physical Securities or decrease the amount of the Temporary Offshore Global Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be QIB, other than any QIB that is a QIB (excluding transfers to nonNon-U.S. persons):Person: (i) If the Security Registrar shall register to be transferred is (A) either a Rule 144A Definitive Security or a Regulation S Definitive Security prior to the transfer removal of any Restricted Security if such transfer is being made by a proposed the Private Placement Legend, the transferor who has checked must advise the box provided for on the form of Security stating, or who has otherwise advised the Company Issuer and the Security Registrar Trustee in writing, writing that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A l44A to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company Issuer and the Security Registrar Trustee in writing, that such transferee represents and warrants 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 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 l44A and acknowledges that it has received such information regarding the Company Issuer, Group and Holdings as it has requested pursuant to Rule 144A l44A, or has determined not to request such information information, and that it is aware that the transferor is relying upon the its foregoing representations in order to claim the exemption from registration provided by Rule 144A; andor (B) an interest in a Rule 144A Global Security, the transfer of such interest may be effected only through the book-entry system maintained by DTC. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, Member and the Securities Security to be transferred consist consists of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecurityDefinitive Securities, upon receipt by the Security Registrar Trustee of the documents referred to in paragraph (i) above and instructions given in accordance with the Depository's and procedures of DTC, Clearstream or Euroclear, as the Security Registrar's procedurescase may be, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Rule 144A Definitive Securities to be transferred, and the Trustee shall cancel the Physical Rule l44A Definitive Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be QIB, other than any QIB that is a QIB (excluding transfers to nonNon-U.S. persons):Person: (i) If the Security Registrar shall register to be transferred is (A) either a Rule 144A Definitive Security or a Regulation S Definitive Security prior to the transfer removal of any Restricted Security if such transfer is being made by a proposed the Private Placement Legend, the transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised must advise the Company and the Security Registrar Trustee in writing, writing that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 Trustee in writing, that such transferee represents and warrants 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 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 144A, or has determined not to request such information information, and that it is aware that the transferor is relying upon the its foregoing representations in order to claim the exemption from registration provided by Rule 144A; andor (B) an interest in a Rule 144A Global Security, the transfer of such interest may be effected only through the book-entry system maintained by DTC. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, Member and the Securities Security to be transferred consist consists of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecurityDefinitive Securities, upon receipt by the Security Registrar Trustee of the documents referred to in paragraph (i) above and instructions given in accordance with the Depository's and procedures of DTC, Clearstream or Euroclear, as the Security Registrar's procedurescase may be, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Rule 144A Definitive Securities to be transferred, and the Trustee shall cancel the Physical Rule 144A Definitive Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted U.S. Physical Security of any series, an interest in a 144A Global Security of any series, a Regulation S Physical Security of any series prior to the removal of the Private Placement Legend or an interest in a person purporting Regulation S Global Security of any series prior to be the removal of the Private Placement Legend to a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Offered Security Registrar of such series to be transferred consists of (x) either (A) a Regulation 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 Trustee shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Offered Security of such series stating, or who has otherwise advised the Company Issuer and the Security Registrar Trustee in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee whom the transferor reasonably believes is a QIB and who has signed the certification provided for on the form of Offered Security of such series stating, or has otherwise advised the Company Issuer and the Security Registrar Trustee in writing, that it is a QIB and is aware that such transferee represents Offered Security is being transferred in reliance on Rule 144A and warrants that it is purchasing the acquiring such Offered Security for its own account or an for the account with respect to of one or more other QIBs over which it exercises sole investment discretion and that (in which latter case it has given notice to each of it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it such Offered Security is being made transferred in reliance on Rule 144A) or (y) an interest in the 144A and acknowledges that it has received Global Securities of such information regarding series, the Company as it has requested pursuant to Rule 144A or has determined not to request transfer of such information and that it is aware that interest may be effected only through the transferor is relying upon book entry system maintained by the foregoing representations in order to claim the exemption from registration provided by Rule 144A; andDepositary. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, Member and the Securities Offered Security of such series to be transferred consist consists of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global Securityof such series, upon receipt by the Security Registrar Trustee of the documents referred to in clause (i) and instructions given in accordance with the DepositoryDepositary's and the Security RegistrarTrustee's procedures, the Security Registrar Trustee shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security Securities of such series in an amount equal to the principal amount of the Physical Securities of such series to be transferred, and the Trustee shall cancel the Physical Securities of such series so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer to a QIB (x) of a Restricted Security or (y) at any time prior to a person purporting to be a QIB (excluding transfers to non-U.S. persons):the 41st day after the Issue Date, of an Offshore Physical Security or an interest in the Offshore Global Security: (i) If the Security to be transferred consists of (x) Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 such the sale has been made in compliance with the provi- sions of Rule 144A to a transferee represents who has signed the certification provided for on the form of Series A Security stating, or has otherwise advised the Company and warrants 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 each of it and any such account is a QIB are QIBs within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and 144A or (iiy) 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 Rule 144A U.S. Global Security, the transfer of such interest is effected through the book-entry system maintained by the Depository in accordance with the Depository's and the Security Registrar's procedures therefor or (z) an interest in the Offshore 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 the Security Register its books and records the date and an increase in the principal amount of the Rule 144A 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 Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A l44A to 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 l44A, and is aware that the sale to it is being made in reliance on Rule 144A l44A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A l44A or has determined not to request such information and that it is aware that the transferor is relying upon the its foregoing representations in order to claim the exemption from registration provided by Rule 144Al44A; and (ii) 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 certificated 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 the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical certificated Securities to be transferred, and the Trustee shall cancel the Physical certificated Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security 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 checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (ii) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferee is an Agent Member, a Participant and the Securities to be transferred consist of 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 written instructions given in accordance with the Depository's and Registrar'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 Global Security in an amount equal to the principal amount of Physical Securities to be transferred, and the Trustee shall cancel the Physical Security so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Security or the IAI Global Security, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall register the transfer and reflect on the Security Register its books and records the date and (A) a decrease in the aggregate principal amount of the Regulation S Global Security or the IAI Global Security, as the case may be, in an amount equal to the aggregate principal amount of the Securities to be transferred and (B) an increase in the aggregate principal amount of the Rule 144A Global Security in an amount equal to the aggregate principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with in respect to of the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 in respect to of which it exercises sole investment discretion and that each of it and any such account is a QIB within the meaning of Rule 144A 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) 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 Rule 144A Global Security, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount Principal Amount of the Rule 144A Global Security in an amount equal to the principal amount Principal Amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to nonother than a Non-U.S. personsperson): (i) If the Security to be transferred consists of (x) U.S. Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, . that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 are QIBs within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A and (y) an interest in the U.S. Global Security, the transfer of such interest may he effected only through the book-entry system maintained by the Depository, subject otherwise to the conditions in (a) above. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Security to be transferred consist consists of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of instructions given in accordance with the Depository's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security an Initial KDSM Senior Debenture to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) If the KDSM Senior Debenture to be transferred consists of Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a the transferee who has signed the certification provided for on the form of Security Initial KDSM Senior Debenture 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 Initial KDSM Senior Debenture for its own account or an account with respect to which it exercises sole investment discretion and that each of it, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Initial KDSM Senior Debenture to be transferred consist consists of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities Securities, to be transferred, and the Trustee shall cancel the Physical Securities Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (ia) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company Corporation and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company Corporation 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 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 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 the its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (iib) 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 Rule 144A Global Security, upon receipt by the Security Registrar of written instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the 634606.8 25 Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted an Initial Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) the Security Registrar shall register the transfer of any Restricted Initial Security, whether or not such Security bears the Private Placement Legend, if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (ii) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferee is an Agent Member, Member and the Securities to be transferred consist of 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 written instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall register the transfer and reflect on the Security Register its book and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of Physical Securities to be transferred, and the Trustee shall cancel the Physical Security so transferred; and (iii) if the proposed transferor is an Agent Member seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of 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 144A Global Security in an amount equal to the principal amount of the Physical Securities Global Security to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security 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 checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (ii) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferee is an Agent Member, a Participant and the Securities to be transferred consist of 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 written instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall register the transfer and reflect on the Security Register its books and records the date and an increase in the principal amount of the Global Security in an amount equal to the principal amount of Physical Securities to be transferred, and the Trustee shall cancel the Physical Security so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Security upon receipt by the Registrar of written instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the aggregate principal amount of the Regulation S Global Security in an amount equal to the aggregate principal amount of the Securities to be transferred and (B) an increase in the aggregate principal amount of the Rule 144A Global Security in an amount equal to the aggregate principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of, and the transfer of a Restricted the beneficial interest in, an Initial Security to a person purporting to be a QIB (excluding transfers to non-Non- U.S. personsPersons): (i) the Security Registrar shall register the transfer of any Restricted Initial Security, whether or not such Security bears the Private Placement Legend, and the transfer of the beneficial interest in an Initial Security may be made if (x) the requested transfer is after the second anniversary of the Issue Date; provided, however, that neither the -------- ------- Company nor any Affiliate of the Company has held any beneficial interest in such Security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date and such transfer can otherwise be lawfully made under the Securities Act without registering such Initial Security thereunder or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferee transferor is an Agent Member, and the Securities Member seeking to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A a Regulation S Global Security, upon receipt by the Security Registrar of written instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall register the transfer and reflect on the Security Register 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 Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities Global Security to be transferred. Notwithstanding the other provisions of this Section 3.14, until the 41st day after the Issue Date (the "Distribution Compliance Period"), an owner of a beneficial interest in the Regulation S Global Security may not transfer such interest to a transferee that is a U.S. Person or for the account or benefit of a U.S. Person within the meaning of Rule 902(o) of the Securities Act. Subject to the other provisions of this Section 3.14(b), during the Distribution Compliance Period, all beneficial interests in the Regulation S Global Security shall be transferred only through Cedel or Euroclear, either directly if the transferor and the Trustee shall cancel the Physical Securities so transferredtransferee are participants in such systems, or indirectly through organizations that are participants therein.

Transfers to QIBs. The following provisions shall apply with ------------------ respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a any QIB (excluding transfers to non-U.S. persons): (i1) the The Security Registrar shall register the transfer of any Restricted 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 checked the box provided for on the form of 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 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; and144A. (ii2) the Security Registrar shall register the transfer of any Restricted Security 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 Rule 144A 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 the Security Register the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount 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 of such transfer and (A) a decrease in the principal amount of such Institutional Accredited Investor Global Security or Regulation S Global Security, as the case may be, in an amount equal to the principal amount to be transferred and (B) an increase in the principal amount of a Rule 144A Global Security in an amount equal to the principal amount to be transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted an Initial Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of U.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Initial Security stating, or who has otherwise advised 64 77 the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a the 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 such transferee represents and warrants 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 each of it, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Initial Security to be transferred consist consists of U.S. Physical Securities, Temporary Offshore Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global Securityor Permanent Offshore Physical Securities, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the U.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 Physical Securities Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Debenture constituting a Restricted Security to a person purporting to be qualified institutional buyer as defined in Rule 144A (a QIB (excluding transfers to non-U.S. persons"QIB"): (i) if the Security Debenture to be transferred consists of (x) Physical Debentures, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security Debenture stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security Debenture 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 Debenture 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A144A or (y) an interest in the U.S. Global Debentures, the transfer of such interest may be effected through the book entry system maintained by the Depositary; and (iia) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, Member and the Securities Debentures to be transferred consist of Physical Securities Debentures 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 the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities Debentures to be transferred, and the Trustee shall cancel the Physical Securities Debentures so transferred and (b) (1) if the proposed transferor is an Agent Member holding a beneficial interest in the Offshore Global Debentures, upon receipt by the Registrar of instructions in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Offshore Global Debentures in an amount equal to the principal amount of the beneficial interest in the Offshore Global Debentures to be transferred, and (b)(2) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the U.S. Global Debentures in an amount equal to the principal amount of the Offshore Global Debentures to be transferred 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 a Restricted an Initial Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 such the sale has been made in compliance with the provisions of Rule 144A to the transferee represents who has signed the certification provided for on the form of Initial Security, stating, or has otherwise advised the Company and warrants 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 each of it, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Initial Security to be transferred consist consists of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A U.S. Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities Security so transferred (iii) If the Security to be transferred consists of an interest in the U.S. Global Security, and the proposed transferee is a Agent Member, the Security Registrar shall reflect such transfer on its books and records.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of a Restricted an Initial Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) If the Security to be transferred consists of U.S. Physical Securities, the Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Initial Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 such transferee represents and warrants 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 each of it, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Initial Security to be transferred consist consists of U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the U.S. Physical Securities to be transferred, and the Trustee shall cancel the U.S. Physical Securities Security so transferred.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of a Restricted Security U.S. Physical Debenture, an interest in a U.S. Global Debenture or an interest in an Offshore Global Debenture prior to a person purporting the removal of the Private Placement Legend to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Debenture to be transferred consists of (x) either (A) an interest in a Offshore Global Debenture prior to the removal of the Private Placement Legend or (B) U.S. Physical Debentures, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security Debenture stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security Debenture 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 Debenture 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Debentures, the transfer of such interest may be effected only through the book entry system maintained by the Depository. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Debenture to be transferred consist consists of U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecurityDebentures, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security Debentures in an amount equal to the principal amount of the U.S. Physical Securities Debentures to be transferred, and the Trustee shall cancel the U.S. Physical Securities Debentures so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be QIB, other than any QIB that is a QIB (excluding transfers to nonNon-U.S. persons):Person: (i) If the Security Registrar shall register to be transferred is (A) either a Rule 144A Definitive Security or a Regulation S Definitive Security prior to the transfer removal of any Restricted Security if such transfer is being made by a proposed the Private Placement Legend, the transferor who has checked must advise the box provided for on the form of Security stating, or who has otherwise advised the Company Issuer and the Security Registrar Trustee in writing, writing that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company Issuer and the Security Registrar Trustee in writing, that such transferee represents and warrants 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 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 Issuer and the Company as it has requested pursuant to Rule 144A 144A, or has determined not to request such information information, and that it is aware that the transferor is relying upon the its foregoing representations in order to claim the exemption from registration provided by Rule 144A; andor (B) an interest in a Rule 144A Global Security, the transfer of such interest may be effected only through the book-entry system maintained by DTC. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, Member and the Securities Security to be transferred consist consists of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecurityDefinitive Securities, upon receipt by the Security Registrar Trustee of the documents referred to in paragraph (i) above and instructions given in accordance with the Depository's and procedures of DTC, Clearstream or Euroclear, as the Security Registrar's procedurescase may be, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Rule 144A Definitive Securities to be transferred, and the Trustee shall cancel the Physical Rule 144A Definitive Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) the Security 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 checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and; (ii) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferee is an Agent Member, a Participant and the Securities to be transferred consist of 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 written instructions given in accordance with the Depository's and Registrar'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 Global Security in an amount equal to the principal amount of Physical Securities to be transferred, and the Trustee shall cancel the Physical Security so transferred; and (iii) if the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Security or the IAI Global Security, upon receipt by the Registrar of written instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall register the transfer and reflect on the Security Register its books and records the date and (A) a decrease in the aggregate principal amount of the Regulation S Global Security or the IAI Global Security, as the case may be, in an amount equal to the aggregate principal amount of the Securities to be transferred and (B) an increase in the aggregate principal amount of the Rule 144A Global Security in an amount equal to the aggregate principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security that is a restricted security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. persons): (i) the Persons): The Security Registrar shall register the such transfer if it complies with all other applicable requirements of any Restricted Security this Indenture and: (1) if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such Security stating, or who has otherwise advised certified to the Security Registrar and the Company and the Security Registrar Trustee in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Security stating, or has otherwise advised certified to the Security Registrar and the Company and the Security Registrar Trustee in writing, that such transferee represents and warrants that it is purchasing the such 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii2) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferee is an Agent Member, and the Securities Security to be transferred consist consists of a Physical Securities which Security that after transfer are is to be evidenced by an interest in a Global Security or consists of a beneficial interest in a Global Security that after the Rule 144A 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 the Depository's Depositary’s and the Security Registrar's ’s procedures, whereupon the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A transferee Global Security in an amount equal to the principal amount of the Physical Securities Security or such beneficial interest in such transferor Global Security to be transferred, and the Trustee shall cancel the Physical Securities Security so transferredtransferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Security, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons): (i1) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 (ii2) 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 Rule 144A 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 the Security Register the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to non-U.S. persons):QIB: (i) If the Security to be transferred consists of a 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 any Restricted Security this Indenture and if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writingwriting pursuant to Exhibit A, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 writinga writing signed by one of its executive officers in the form required by Rule 144A, 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, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is or is acting through an Agent Member, and the Securities Security to be transferred consist consists of a Physical Securities which Security that after the transfer are is to be evidenced by an interest in a Global Security or consists of a beneficial interest in a Global Security that after the Rule 144A 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 the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A transferee Global Security in an amount equal to the principal amount of the Physical Securities Security to be transferred or such beneficial interest in such transferor Global Security to be transferred, and the Trustee shall cancel the Physical Securities Security so transferredtransferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Security, as the case may be.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferee is an Agent Membera Participant, and the Securities to be transferred consist of 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 the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security U.S. Physical Debenture, an interest in a U.S. Global Debenture or an interest in an Offshore Global Debenture prior to a person purporting the removal of the Private Placement Legend to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Debenture to be transferred consists of (x) either (A) an interest in a Offshore Global Debenture prior to the removal of the Private Placement Legend or (B) U.S. Physical Debentures, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security Debenture stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security Debenture 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 Debenture 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Debentures, the transfer of such interest may be effected only through the book entry system maintained by the Depository. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Debenture to be transferred consist consists of U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecurityDebentures, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security Debentures in an amount equal to the principal amount of the U.S. Physical Securities Debentures to be transferred, and the Trustee shall cancel the U.S. Physical Securities Debentures so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security Warrants to a person purporting to be a QIB (excluding transfers to non-U.S. personsPersons): (i) If the Security Registrar Warrants to be transferred are represented by Certificated Warrants, the Warrant Agent shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security Warrant Certificate stating, or who has otherwise advised the Company and the Security Registrar Warrant Agent in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security Warrant Certificate stating, or has otherwise advised the Company and the Security Registrar Warrant Agent in writing, that such transferee represents and warrants that it is purchasing the Security Warrants 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if 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 Rule 144A Global Security, upon receipt by the Security Registrar Warrant Agent of the documents referred to in clause (i) above and instructions given in accordance with the DepositoryDepositary's and the Security RegistrarWarrant Agent's procedures, the Security Registrar Warrant Agent shall reflect on the Security Register its books and records the date and an increase in the principal amount of Warrants represented by the Rule 144A Restricted Global Security Warrant in an amount equal to the principal amount of Warrants represented by the Physical Securities Certificated Warrants to be transferred, and the Trustee Warrant Agent shall cancel the Physical Securities so transferredCertificated Warrants.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Series C Bond required to bear the Restricted Security Legend to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) the The Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security Series C Bond stating, or who has otherwise advised the Company Company, the Trustee and the Security Registrar in writing, that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security Series C Bond stating, or has otherwise advised the Company Company, the Trustee and the Security Registrar in writing, that such transferee represents and warrants that it is purchasing the Security Series C Bond for its own account or an account with respect to which it exercises sole investment discretion and that each of it, or the Person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) 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 Rule 144A Global Security, upon Upon receipt by the Security Registrar of the documents required by clause (i) above and instructions given in accordance with the DepositoryDTC's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date of such transfer and an increase in the principal amount of the Rule 144A a Restricted Global Security in an amount equal to the principal amount of the Physical Securities to be interests in such Regulation S Global Security being transferred, and the Trustee shall cancel decrease the Physical Securities amount of such Regulation S Global Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a person purporting to be a QIB (excluding transfers to nonother than a Non-U.S. personsperson): (i) If the Security to be transferred consists of (x) U.S. Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, . that the transfer sale has been made in compliance with the exemption from registration under the Securities Act provided under provisions of Rule 144A to 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 are QIBs within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A and (y) an interest in a U.S. Global Security, the transfer of such interest may be effected only through the book-entry system maintained by the Depository, subject otherwise to the conditions in (a) above. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Security to be transferred consist consists of Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of instructions given in accordance with the Depository's ’s and the Security Registrar's procedures’s procedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A applicable U.S. Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted U.S. Physical Security or an interest in the U.S. Global Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of (x) U.S. Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 such the sale has been made in compliance with the provisions of Rule 144A to a transferee represents who has signed the certification provided for on the form of Initial Security stating, or has otherwise advised the Company and warrants 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 each of it and any such account is a QIB within the meaning of Rule 144A 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A or (y) an interest in the U.S. Global Security, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Security to be transferred consist consists of U.S. Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global SecuritySecurities, upon receipt by the Security Registrar of the documents referred to in clause (i) and instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount at maturity of the Rule 144A U.S. Global Security in an amount equal to the principal amount at maturity of the U.S. Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.

Transfers to QIBs. The following provisions shall apply with ----------------- respect to the registration of any proposed transfer of a Restricted an Initial Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) If the Security to be transferred consists of U.S. Physical Securities, Temporary Offshore Physical Securities or Permanent Offshore Physical Securities, the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of 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 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 such the sale has been made in compliance with the provisions of Rule 144A to the transferee represents who has signed the certification provided for on the form of Initial Security stating, or has otherwise advised the Company and warrants 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 each of it, or the person on whose behalf it and is acting with respect to any such account account, is a QIB within the meaning of Rule 144A 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and144A. (ii) the Security Registrar shall register the transfer of any Restricted Security if If the proposed transferee is an Agent Member, and the Securities Initial Security to be transferred consist consists of U.S. Physical Securities, Temporary Offshore Physical Securities which after transfer are to be evidenced by an interest in the Rule 144A Global Securityor Permanent Offshore Physical Securities, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A U.S. Global Security in an amount equal to the principal amount of the U.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 Physical Securities Security so transferred.

Transfers to QIBs. The following provisions shall apply with respect to the registration or any proposed registration of transfer of any proposed transfer of Security constituting a Restricted Security to a person purporting to be a QIB (excluding transfers to nonNon-U.S. personsPersons): (i) the Security Registrar shall register the transfer of any Restricted Security if such transfer is being made by a proposed transferor who has checked the box provided for on the form of such ▇▇▇▇▇▇’s Security stating, or to a transferee 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 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 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 its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and (ii) 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 Rule 144A Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's Depositary’s and the Security Registrar's ’s procedures, the Security Registrar shall reflect on the Security Register its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.