Common use of o Check if Transfer is Pursuant to Other Exemption Clause in Contracts

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ]), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: [·]), or (ii) o Regulation S Global Note ([CUSIP: [·]), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP ), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP ), or (iii) o IAI Global Note (CUSIP ); or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP ), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP ), ; or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall will hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP ), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP ), or (iii) o Unrestricted Global Note ([ ] [ ]CUSIP ); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP _________), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP _________), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted IAI Global Note ([ ] [ ]CUSIP _________); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 144 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Restricted Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP No. 871507 AC3), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Restricted Global Note ([CUSIP: ]CUSIP ▇▇. ▇▇▇▇▇▇ ▇▇▇), or▇▇ (ii) o Regulation S Global Note ([CUSIP: ])or (iii▇▇) o Unrestricted Global Note ([ ] [ ]CUSIP No. 871507 AD1); or (b) o a Restricted Definitive Note; or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. _______________________ [Insert Name of Transferor] By: _______________________ Name: Title:: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP _________), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP _________), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP ), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP ), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted IAI Global Note ([ ] [ ]CUSIP ); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall Note[s] will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerPartnership. _______________________________________________________________________ [Insert Name of Transferor] By: ____________________________________ Name: Title: 1. : Dated: _________________________________ ANNEX A TO CERTIFICATE OF TRANSFER The Transferor owns and proposes to transfer the following:: [CHECK ONE] o a beneficial interest in the Global Note (a) o a Restricted Definitive Note. After the Transfer the Transferee will hold: [CHECK ONE] o a beneficial interest in the: (i) : o 144A Restricted Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ]), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) ; or o Unrestricted Global Note ([ ] [ ])Note; or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP ), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP ), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted IAI Global Note ([ ] [ ]CUSIP ); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title: : Dated: _______________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (a) OR (b)] (a) o a beneficial interest in the:. (i) o 144A Global Note ([CUSIP: ]CUSIP _________), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP _________), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP ), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP ), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted AI Global Note ([ ] [ ]CUSIP ); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. ___________________________________________________ [Insert Name of Transferor] By: ___________________________________________________ Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ]), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or______________________________________________

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title:: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP _________), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP _________), or (iii) o IAI Global Note (CUSIP _________); or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP 45874Q AA8), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP U4586G AA3), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted IAI Global Note ([ ] [ ]CUSIP 45874Q AC4); , or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP ), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP ), or (iii) o IAI Global Note (CUSIP ); or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall will hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP ), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP ), or (iii) o IAI Global Note (CUSIP ); or (iv) o Unrestricted Global Note ([ ] [ ]CUSIP ); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerIssuers. [Insert Name of Transferor] By: Name: Title:: Dated: 001214-0006-16616731.1 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP ______), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP _______), ; or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall Bond will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes Bonds or Restricted Definitive Notes Bonds and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: : Dated: __________________ 1. The Transferor owns and proposes to transfer the following:: [CHECK ONE OF (A) OR (B)] (a) o a beneficial interest in the: (i) o 144A Global Note Bond ([CUSIP: ]CUSIP _________), or (ii) o Regulation S Global Note Bond ([CUSIP: ]CUSIP _________), or (b) o a Restricted Definitive NoteBond. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Physical Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Physical Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A QIB Global Note ([CUSIP: ]CUSIP ), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP ), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or, (iii) o Unrestricted IAI Global Note ([ ] [ ]CUSIP ); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. ______________________________________________ [Insert Name of Transferor] By: _____________________________________ Name: Title:: Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP _________), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP _________), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuerbenefit. [Insert Name of Transferor] By: Name: Title:: Dated: _______________________ Signature Guarantee*: _________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).3 1. The Transferor owns and proposes to transfer the following: (a) o i. ¨ a beneficial interest in the: (i) o ¨ 144A Global Note (CUSIP [CUSIP: ________]), or (ii) o ¨ Regulation S Global Note (CUSIP [CUSIP: ________]), or (biii) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A ¨ IAI Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]CUSIP _________); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. [Insert Name of Transferor] By: Name: Title:: Dated: ______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP _________), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP _________), ; or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Title: : Dated: _______________________ 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: CUSIP [ ]), or (ii) o Regulation S Global Note ([CUSIP: CUSIP [ ]), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuerbenefit. [Insert Name of Transferor] By: Name: Title: Dated: 1. The Transferor owns and proposes to transfer the following: (a) o ¨ a beneficial interest in thethe [CHECK (i) OR (ii)]: (i) o 144A Global Note ¨ 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ([CUSIP: ]▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇), or, (ii▇▇) o ¨ Regulation S Global Note ([CUSIP: ]), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]CUSIP U09784 AC0); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuerCompany. _______________________________ Dated: _______________________________ _______________________________ [Insert Name of Transferor] By: ____________________________ Name: Title: 1. The Transferor owns and proposes to transfer the following: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ]), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted Global Note ([ ] [ ]); or

o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuerbenefit. [Insert Name of Transferor] By: Name: Title: 1. The Transferor owns and proposes to transfer the following: (a) i. o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]CUSIP ▇▇▇▇▇▇▇▇▇), or (ii) o Regulation S Global Note ([CUSIP: ]CUSIP ▇▇▇▇▇▇▇▇), or (b) o a Restricted Definitive Note. 2. After the Transfer the Transferee shall hold: (a) o a beneficial interest in the: (i) o 144A Global Note ([CUSIP: ]), or (ii) o Regulation S Global Note ([CUSIP: ])or (iii) o Unrestricted IAI Global Note ([ ] [ ]CUSIP ▇▇▇▇▇▇▇▇▇); or