Common use of Transfer of a Clause in Contracts

Transfer of a. Beneficial Interest in a Global Security for a ------------------------------------------------------------ Definitive Security. ------------------- (i) Any Person having a beneficial interest in a Global Security may upon request exchange such beneficial interest for a Definitive Security. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary from the Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Security and upon receipt by the Trustee of a written instruction or such other form of instructions as is customary for the Depositary or the Person designated by the Depositary as having such a beneficial interest in a Transfer Restricted Security only, the following additional information and documents (all of which may be submitted by facsimile): (A) if such beneficial interest is being transferred to the Person designated by the Depositary as being the beneficial owner, a certification from such person to that effect (in substantially the form set forth on the reverse of the Security); (B) if such beneficial interest is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that is aware that any sale of Securities to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such beneficial interest in the Transfer Restricted Security for its own account or the account of another "qualified institutional buyer," a certification to that effect from the transferor (in substantially the form set forth on the reverse of the Security); (C) if such Definitive Security is being transferred to an institutional investor that is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, a certification to that effect (in substantially the form set forth on the reverse of the Security) accompanied by a certificate in the form of Exhibit B to the Indenture to the Trustee and if either the Trustee or the Company so requests, an Opinion of Counsel satisfactory to the requesting party to the effect that such transfer is in compliance with the Securities Act; or (D) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act and in accordance with all applicable securities laws of the states of the United States, a certification to that effect from the transferor (in substantially the form set forth on the reverse of the Security) and if either the Trustee or the Company so requests, an Opinion of Counsel satisfactory to the requesting party to the effect that such transfer is in compliance with the Securities Act; then the Trustee or the Securities Custodian, at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of the applicable Global Security to be reduced and, following such reduction, the Company will execute and, upon receipt of an authentication order in the form of an Officers' Certificate, the Trustee will authenticate and deliver to the transferee a Definitive Security. (ii) Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.6(d) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall make such Definitive Securities available for delivery to the persons in whose names such Securities are so registered.

Transfer of a. Beneficial Interest in a Global Security for a ------------------------------------------------------------ Definitive Security. ------------------- (i) Any Person having a beneficial interest in a Global Security Warrant may upon request exchange such beneficial interest for a Definitive SecurityPhysical Warrant. Upon receipt by the Trustee of written instructions or such other form Warrant Agent of instructions as is customary for the Depositary from the Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Security Warrant and upon receipt by the Trustee Warrant Agent of a written instruction order or such other form of instructions as is customary for the Depositary or the Person designated by the Depositary as having such a beneficial interest containing registration instructions and, in the case of any such transfer or exchange of a Transfer Restricted Security onlybeneficial interest in Warrants the offer and sale of which have not been registered under the Securities Act, the following additional information and documents (all of which may be submitted by facsimile):documents: (A) if such beneficial interest is being transferred to the Person designated by the Depositary as being the beneficial owner, a certification from such person Person to that effect (substantially in substantially the form set forth on the reverse of the SecurityExhibit C hereto);; or (B) if such beneficial interest is being transferred to a "qualified institutional buyer" (as defined Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act) that is aware that any sale of Securities to it will be made in reliance on Rule 144A under the Securities Act and that is acquiring such beneficial interest in the Transfer Restricted Security for its own account or the account of another "qualified institutional buyer," a certification to that effect from the transferor (in substantially the form set forth on the reverse of the Security); (C) if such Definitive Security is being transferred to an institutional investor that is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act144A, a certification to that effect (in substantially the form set forth on the reverse of the Security) accompanied by a certificate in the form of Exhibit B C hereto); or (C) if such beneficial interest is being transferred to an Institutional Accredited Investor, delivery of a certification to that effect (substantially in the Indenture form of Exhibit C hereto) and a Certificate for Institutional Accredited Investors substantially in the form of Exhibit D hereto; or (D) if such beneficial interest is being transferred in reliance on Regulation S, delivery of a certification to that effect (substantially in the Trustee form of Exhibit C hereto) and if either a Transferee Certificate for Regulation S Transfers substantially in the Trustee or the Company so requests, form of Exhibit E hereto and an Opinion of Counsel reasonably satisfactory to the requesting party Company to the effect that such transfer is in compliance with the Securities Act; or (DE) if such beneficial interest is being transferred in reliance on Rule 144 under the Securities Act, delivery of a certification to that effect (substantially in the form of Exhibit C hereto) and an Opinion of Counsel reasonably satisfactory to the Company to the effect that such transfer is in compliance with the Securities Act; or (F) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act and in accordance with all applicable securities laws of the states of the United StatesAct, a certification to that effect from the transferor (substantially in substantially the form set forth on the reverse of the SecurityExhibit C hereto) and if either the Trustee or the Company so requests, an Opinion of Counsel reasonably satisfactory to the requesting party Company to the effect that such transfer is in compliance with the Securities Act; , then the Trustee or the Securities Custodian, at the direction of the Trustee, Warrant Agent will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities CustodianWarrant Agent, the aggregate principal amount number of Warrants represented by the applicable Global Security Warrant to be reduced and, following such reduction, the Company will execute and, upon receipt of an authentication order in and the form of an Officers' Certificate, the Trustee Warrant Agent will authenticate and deliver to the transferee a Definitive SecurityPhysical Warrant. (ii) Definitive Securities Warrants issued in exchange for a beneficial interest in a Global Security Warrant pursuant to this Section 2.6(d5.02(d) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeWarrant Agent in writing. The Trustee Warrant Agent shall make deliver such Definitive Securities available for delivery Physical Warrants to the persons Persons in whose names such Securities Physical Warrants are so registered.

Transfer of a. Beneficial Interest in a Global Security Warrant for a ------------------------------------------------------------ Definitive Security---------------------------------------------------------------------- Warrant. -------------------------- (i) Any Person person having a beneficial interest in a Global Security Warrant may upon request exchange such beneficial interest for a Definitive SecurityWarrant. Upon receipt by the Trustee Warrant Agent of written instructions or such other form of instructions as is customary for the Depositary from the Depositary or its nominee on behalf of any Person person having a beneficial interest in a Global Security Warrant and upon receipt by the Trustee Warrant Agent of a written instruction order or such other form of instructions as is customary for the Depositary or the Person person designated by the Depositary as having such a beneficial interest containing registration instructions and, in the case of a Transfer beneficial interest in Restricted Security onlyWarrants, the following additional information and documents documents, however, it being understood that the Warrant Agent need not determine which clause (all of which may be submitted by facsimile):A) through (C) below is applicable: (A) if If such beneficial interest is being transferred to the Person person designated by the Depositary as being the beneficial owner, a certification from such person to that effect (in substantially the form set forth on the reverse of the SecurityExhibit B hereto);; or (B) if such beneficial interest is being transferred to a "qualified institutional buyer" (as defined QIB in Rule 144A under the Securities Act) that is aware that any sale of Securities to it will be made in reliance on accordance with Rule 144A under the Securities Act and that is acquiring such beneficial interest in the Transfer Restricted Security for its own account or the account of another "qualified institutional buyer," a certification to that effect from the transferor (in substantially the form set forth on the reverse of the Security); (C) if such Definitive Security is being transferred pursuant to an institutional investor that is exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act or pursuant to an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) effective registration statement under the Securities Act, a certification to that effect from the transferee or transferor (in substantially the form set forth on the reverse of the Security) accompanied by a certificate in the form of Exhibit B hereto) and, with respect to transfers pursuant to Rule 144 or Regulation S, an opinion of counsel reasonably acceptable to the Indenture to Company and the Trustee and if either the Trustee or the Company so requests, an Opinion of Counsel satisfactory to the requesting party Warrant Agent to the effect that such transfer is in compliance with does not require registration under the Securities Act; or (DC) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act and in accordance with all applicable securities laws of the states of the United StatesAct, a certification to that effect from the transferee or transferor (in substantially the form set forth on the reverse of the SecurityExhibit B hereto) and if either an opinion of counsel from the Trustee transferee or transferor reasonably acceptable to the Company so requests, an Opinion of Counsel satisfactory and to the requesting party Warrant Agent to the effect that such transfer is in compliance with does not require registration under the Securities Act; Act and/or other information reasonably satisfactory to the Company and the Warrant Agent, then the Trustee or the Securities Custodian, at the direction of the Trustee, Warrant Agent will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities CustodianWarrant Agent, the aggregate principal amount of the applicable Global Security Warrant to be reduced and, following such reduction, the Company will execute and, upon receipt of an authentication order in the form of an Officers' Certificatea countersignature, the Trustee Warrant Agent will authenticate countersign and deliver to the transferee a Definitive SecurityWarrant. (ii) Definitive Securities Warrants issued in exchange for a beneficial interest in a Global Security Warrant pursuant to this Section 2.6(d6(d) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeWarrant Agent in writing, provided such designation is in accordance with this Section 6(d). The Trustee Warrant Agent shall make deliver such Definitive Securities available for delivery Warrants to the persons in whose names such Securities Definitive Warrants are so registered.

Transfer of a. Beneficial Interest in a Global Security Warrant for a ------------------------------------------------------------ ----------------------------------------------------------- Definitive SecurityWarrant. ------------------------------------- (i) Any Person person having a beneficial interest in a Global Security Warrant may upon request exchange such beneficial interest for a Definitive SecurityWarrant. Upon receipt by the Trustee Warrant Agent of written instructions or such other form of instructions as is customary for the Depositary from the Depositary or its nominee on behalf of any Person person having a beneficial interest in a Global Security Warrant and upon receipt by the Trustee Warrant Agent of a written instruction order or such other form of instructions as is customary for the Depositary or the Person person designated by the Depositary as having such a beneficial interest containing registration instructions and, in a Transfer Restricted Security onlythe case of any such transfer or exchange prior to the Resale Restriction Termination Date, the following additional information and documents (all of documents, however, it being understood that the Warrant Agent need not determine which may be submitted by facsimile): clause (A) if such beneficial interest through (D) below is being transferred to the Person designated by the Depositary as being the beneficial owner, a certification from such person to that effect (in substantially the form set forth on the reverse of the Security);applicable: (B) if such beneficial interest is being transferred to a "qualified institutional buyer" (as defined QIB in Rule 144A under the Securities Act) that is aware that any sale of Securities to it will be made in reliance on accordance with Rule 144A under the Securities Act and that is acquiring such beneficial interest in the Transfer Restricted Security for its own account or the account of another "qualified institutional buyer," a certification to that effect from the transferor (in substantially the form set forth on the reverse of the Security); (C) if such Definitive Security is being transferred pursuant to an institutional investor that is exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) effective registration statement under the Securities Act, a certification to that effect from the transferee or transferor (in substantially the form set forth on the reverse of the SecurityExhibit B hereto); or --------- (C) accompanied by if such beneficial interest is being transferred to an Accredited Investor, delivery of a certificate Certificate of Transfer in the form of Exhibit B to the Indenture to the Trustee C hereto and if either the Trustee or the Company so requests, an Opinion opinion of Counsel counsel and/or other information --------- satisfactory to the requesting party Company to the effect that such transfer is in compliance with the Securities Act; or (D) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act and in accordance with all applicable securities laws of the states of the United StatesAct, a certification to that effect from the transferee or transferor (in substantially the form set forth on the reverse of the SecurityExhibit B hereto) and if either --------- an opinion of counsel from the Trustee transferee or transferor reasonably acceptable to the Company so requests, an Opinion of Counsel satisfactory to the requesting party to the effect that such transfer is in compliance with the Securities Act; , then the Trustee or the Securities Custodian, at the direction of the Trustee, Warrant Agent will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities CustodianWarrant Agent, the aggregate principal amount of the applicable Global Security Warrant to be reduced and, following such reduction, the Company will execute and, upon receipt of an authentication order in the form of an Officers' CertificateCertificate (as defined), the Trustee Warrant Agent will authenticate and deliver to the transferee a Definitive SecurityWarrant. (ii) Definitive Securities Warrants issued in exchange for a beneficial interest in a Global Security Warrant pursuant to this Section 2.6(d1.08(d) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeWarrant Agent in writing. The Trustee Warrant Agent shall make deliver such Definitive Securities available for delivery Warrants to the persons in whose names such Securities Warrants are so registered.