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

¨ 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 Securities or Restricted Definitive Securities and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- ANNEX A TO CERTIFICATE OF TRANSFER

¨ 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 Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: --------------------------------- ---------------------------------------- ---------------------------- [Insert Name of Transferor] By: ------------------------------------ ----------------------------- Name: ---------------------------------- Title: --------------------------------- ANNEX A TO CERTIFICATE OF TRANSFER:

¨ 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 Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: --------------------------------- ---------------------------------------- , 20 ------------------- -- -------------------------------- [Insert Name of Transferor] By: ------------------------------------ ------------------------------ Name: ---------------------------------- Title: --------------------------------- ANNEX A TO CERTIFICATE OF TRANSFER

¨ 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 Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Date: _________ ANNEX A TO CERTIFICATE OF TRANSFER

¨ 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 Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: __________ ANNEX A TO CERTIFICATE OF TRANSFER

¨ 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 Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ______________ ANNEX A TO CERTIFICATE OF TRANSFER

¨ 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 Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: --------------------------------- ---------------------------------------- ------------------------------- ------------------------------ [Insert Name of Transferor] By: ------------------------------------ ---------------------------- Name: ---------------------------------- Title: --------------------------------- ANNEX A TO CERTIFICATE OF TRANSFER:

¨ 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 Restricted Securities 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 definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Restricted Securities Legend printed on the Restricted Global Securities Note or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ [●] Name:[●] Title:[●] Dated: ---------------------------------- Title: --------------------------------- [●] ANNEX A TO CERTIFICATE OF TRANSFER

¨ Check if Transfer is Pursuant to Other Exemption. (ia) 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 (iib) 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 Certificated Note shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ ------------------------------- Name: ---------------------------------- Title: --------------------------------- Dated:_____________,____ ANNEX A TO CERTIFICATE OF TRANSFER

¨ 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 Regulation S Global Securities or Notes, the Rule 144A Global Notes, the Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: --------------------------------- ---------------------------------------- ------------------------------------ [Insert Name of Transferor] By: --------------------------------- ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: _____________ __, ____. ANNEX A TO CERTIFICATE OF TRANSFER

¨ 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 Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ ------------------------------------- Name: ---------------------------------- Title: --------------------------------- Dated: -------------, -------- ANNEX A TO CERTIFICATE OF TRANSFERTRANSFER The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]

¨ 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 Dollar Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Dollar Restricted Global Securities Notes or Dollar Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersIssuer. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated:__________________________ Signature Guarantee: (Signature must be guaranteed) ANNEX A TO CERTIFICATE OF TRANSFER

¨ 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 Unrestricted Definitive Note shall will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the IssuersCompany. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ ------------------- Name: ---------------------------------- Title: --------------------------------- Dated:____________,______ ANNEX A TO CERTIFICATE OF TRANSFER

¨ 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 Stale 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 Securities Notes or Restricted Definitive Securities Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. Dated: --------------------------------- ---------------------------------------- [Insert Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: ________, ___ ANNEX A TO CERTIFICATE OF TRANSFER