Common use of Book-Entry Provisions for the Global Warrants Clause in Contracts

Book-Entry Provisions for the Global Warrants. (a) The Global Warrants initially shall (i) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (ii) be delivered to the Warrant Agent as custodian for such Depositary and (iii) bear legends as set forth in Section 2.2 hereof. (b) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, (i) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any such Global Warrant and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Date. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be. (e) Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (f) Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to paragraph (b) or (e) of this Section shall, except as otherwise provided by paragraph (d) of Section 8.3 hereof, bear the legend regarding transfer restrictions set forth in Section 2.2 hereof. (g) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants.

Book-Entry Provisions for the Global Warrants. (a) The Global Warrants initially shall (i) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (ii) be delivered to the Warrant Agent as custodian for such Depositary and (iii) bear legends as set forth in Section 2.2 hereof. - 29 - 33 Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Agreement with respect to the Global Warrants held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Warrants. (b) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, (i) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any such Global Warrant and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Datedate hereof. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first such Global Warrant and become an interest in the such other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global WarrantXxxxxxxxxx X Xxxxxx Xxxxxxx, as xx the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be. (e) In connection with the transfer of a portion of the beneficial interests in the Restricted Global Warrant or the Unlegended Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Warrant Agent shall reflect on its books and records the date and a decrease in the amount of Warrants represented by the Restricted Global Warrant or Unlegended Regulation S Global Warrant in an amount equal to the amount of Warrants represented by the beneficial interest in the Restricted Global Warrant or Unlegended Regulation S Global Warrant to be transferred, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (f) Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to paragraph (b), (d) or (e) of this Section shall, except as otherwise provided by paragraph (d) of Section 8.3 hereof, bear the legend regarding transfer restrictions set forth in Section 2.2 hereof. (g) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants.

Book-Entry Provisions for the Global Warrants. (ai) The Global Warrants Warrant Certificate initially shall (ix) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (iiy) be delivered to the Warrant Agent as custodian for such the Depositary and (iiiz) bear legends as set forth in Section 2.2 hereof5(b) and (c). (bii) Transfers of a the Global Warrant Certificate shall be limited to transfers of such Global Warrant Certificate in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners Beneficial interests in the Global Warrants Warrant may be transferred in accordance with the applicable rules and procedures of the Depositary and Depositary. In addition, physical warrants in substantially the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants form set forth in Exhibit A ("Physical Warrant Certificates"), evidencing physical warrants (the "Physical Warrants"), shall be transferred to all beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, if (ix) if the Depositary notifies the Company that it is unwilling or unable to continue as, or ceases to be, a "Clearing Agency" registered under Section 17A of the Securities Exchange Act of 1934, as Depositary for any such Global Warrant amended (the "Exchange Act"), and a successor depositary registered as a "Clearing Agency" under Section 17 of the Exchange Act is not appointed by the Company within 90 days of such notice, notice or (y) an Event of Default has occurred and is continuing and the Warrant Agent has received a request from the Depositary. (iii) [Intentionally Omitted.] (iv) In connection with any transfer of a beneficial interest in any Global Warrant to a transferee receiving Physical Warrants pursuant to paragraph (b) (ii) if there is of this Section 7, the Warrant Agent shall reflect on its books and records the date and a Default or (iii) upon decrease in the request aggregate amount of such Global Warrant in an amount equal to the aggregate amount of the beneficial owner interest in accordance with the rules and procedures of the Depositary such Global Warrant to be transferred, and the provisions Company shall execute, and the Warrant Agent shall countersign and deliver, one or more Physical Warrants of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Datelike tenor and amount. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (dv) In connection with the transfer of the an entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) (ii) of this Section 8.27, the Restricted such Global Warrant or the Regulation S Global Warrant, as the case may be, shall be deemed to be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S such Global Warrant, as the case may be, U.S. Certificated an equal aggregate amount of Physical Warrants or Offshore Certificated Warrants, as the case may be, representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may beauthorized denominations. (e) Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (fvi) Any Certificated Physical Warrant delivered in exchange for an interest in a the Global Warrant pursuant to paragraph paragraphs (b) (ii), (b) (iv) or (eb) (v) of this Section 7 shall, except as otherwise provided by paragraph (dc) (iii) of this Section 8.3 hereof7, bear the legend legends regarding transfer restrictions applicable to the Physical Warrant set forth in Section 2.2 hereofSections 5(a) and 5(b). (gvii) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members (as defined in certain Depository Trust Company regulations) and persons that may hold interests through Agent Members, to take any action which a Holder Warrant holder is entitled to take under this Warrant Agreement or the Warrants.

Book-Entry Provisions for the Global Warrants. (a) The ----------- --------------------------------------------- Global Warrants Warrant initially shall (i) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (ii) be delivered to the Warrant Agent as custodian for such Depositary and (iii) bear legends as set forth in Section 2.2 hereof. Members of, or participants in, the Depositary ("Agent Members") shall ------------- have no rights under this Agreement with respect to the Global Warrant held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of each such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Warrants. (b) Transfers of a the Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants Warrant may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, (i) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any such the Global Warrant and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Date. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant. (d) In connection with the transfer of a portion of the beneficial interests in the Global Warrant or to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Regulation S Warrant Agent shall reflect on its books and records the date and a decrease in the amount of Warrants represented by the Global Warrant in an amount equal to the amount of Warrants represented by the beneficial interest in the Global Warrant to be transferred, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Warrant, as the case may be. (e) Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (fe) Any Certificated Warrant delivered in exchange for an interest in a the Global Warrant pursuant to paragraph (b), (c) or (ed) of this Section shall, except as otherwise provided by paragraph (d) of Section 8.3 hereof, bear the legend regarding transfer restrictions set forth in Section 2.2 hereof. (gf) The registered holder of a the Global Warrant may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants.

Book-Entry Provisions for the Global Warrants. (a) The Global Warrants initially shall (i) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (ii) be delivered to the Warrant Agent as custodian for such Depositary and (iii) bear legends as set forth in Section 2.2 hereof. Members of, or participants in, the Depositary ("AGENT MEMBERS") shall have no rights under this Agreement with respect to the Global Warrants held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Warrants. (b) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, (i) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any such Global Warrant and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing DateDefault. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, Warrants shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global WarrantWarrants, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of authorized denominations representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global WarrantWarrants, as the case may be. (e) Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (fd) Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to paragraph (b) or (ec) of this Section shall, except as otherwise provided by paragraph (d) of Section 8.3 hereof, hereof bear the legend regarding transfer restrictions applicable to the Certificated Warrant set forth in Section 2.2 hereof2.2. (ge) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants. (f) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in such Global Warrant and become an interest in such other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest.

Book-Entry Provisions for the Global Warrants. (a) The Global Warrants Warrant initially shall (i) be registered in the name of the Depositary for such Global Warrant DTC or the nominee of such DepositaryDTC, (ii) be delivered to the Warrant Agent as custodian for such Depositary DTC and (iii) bear legends as set forth in Section 2.2 hereof. Members of, or participants in, DTC ("Agent Members") shall have no rights under this Agreement with respect to the Global Warrant held on their behalf by DTC or the Warrant Agent as its custodian, and DTC may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Warrants. (b) Transfers of a the Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants Warrant may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereofDTC. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to all beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, if (i) if the Depositary DTC notifies the Company that it is unwilling or unable to continue as Depositary depositary for any such the Global Warrant or (ii) DTC ceases to be a "Clearing Agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Datedays. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.25.3, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, shall be deemed to be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary DTC in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of authorized denominations representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be. (e) Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (f) Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to paragraph (b) or (e) of this Section shall, except as otherwise provided by paragraph (d) of Section 8.3 hereof, bear the legend regarding transfer restrictions set forth in Section 2.2 hereof. (g) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants.

Book-Entry Provisions for the Global Warrants. (ai) The Global Warrants Warrant Certificate initially shall (ix) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (iiy) be delivered to the Warrant Agent as custodian for such the Depositary and (iiiz) bear legends as set forth in Section 2.2 hereof5(b) and (c). (bii) Transfers of a the Global Warrant Certificate shall be limited to transfers of such Global Warrant Certificate in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners Beneficial interests in the Global Warrants Warrant may be transferred in accordance with the applicable rules and procedures of the Depositary and Depositary. In addition, physical warrants in substantially the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants form set forth in Exhibit A ("Physical Warrant Certificates"), evidencing physical warrants (the "Physical Warrants"), shall be transferred to all beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, if (ix) if the Depositary notifies the Company that it is unwilling or unable to continue as, or ceases to be, a "Clearing Agency" registered under Section 17A of the Securities Exchange Act of 1934, as Depositary for any such Global Warrant amended (the "Exchange Act"), and a successor depositary registered as a "Clearing Agency" under Section 17 of the Exchange Act is not appointed by the Company within 90 days of such notice, notice or (y) an Event of Default has occurred and is continuing and the Warrant Agent has received a request from the Depositary. (iii) [Intentionally Omitted.] (iv) In connection with any transfer of a beneficial interest in any Global Warrant to a transferee receiving Physical Warrants pursuant to paragraph (b) (ii) if there is of this Section 7, the Warrant Agent shall reflect on its books and records the date and a Default or (iii) upon decrease in the request aggregate amount of such Global Warrant in an amount equal to the aggregate amount of the beneficial owner interest in accordance with the rules and procedures of the Depositary such Global Warrant to be transferred, and the provisions Company shall execute, and the Warrant Agent shall countersign and deliver, one or more Physical Warrants of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Datelike tenor and amount. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (dv) In connection with the transfer of the an entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) (ii) of this Section 8.27, the Restricted such Global Warrant or the Regulation S Global Warrant, as the case may be, shall be deemed to be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S such Global Warrant, as the case may be, U.S. Certificated an equal aggregate amount of Physical Warrants or Offshore Certificated Warrants, as the case may be, representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may beauthorized denominations. (e) Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (fvi) Any Certificated Physical Warrant delivered in exchange for an interest in a the Global Warrant pursuant to paragraph paragraphs (b) (ii), (b) (iv) or (eb) (v) of this Section 7 shall, except as otherwise provided by paragraph (dc) (iii) of this Section 8.3 hereof7, bear the legend legends regarding transfer restrictions applicable to the Physical Warrant set forth in Section 2.2 hereofSections 5(a) and 5(b). (gvii) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members (as defined in certain regulations of the Depositary) and persons that may hold interests through Agent Members, to take any action which a Holder Warrant holder is entitled to take under this Warrant Agreement or the Warrants.

Book-Entry Provisions for the Global Warrants. (a) The Global Warrants initially shall (i) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (ii) be delivered to the Warrant Agent as custodian for such Depositary and (iii) bear legends as set forth in Section 2.2 hereof. Members of, or participants in, the Depositary ("Agent ----- Members") shall have no rights under this Agreement with respect to the Global ------- Warrants held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Warrants. (b) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to beneficial owners in exchange for their beneficial interests in the Restricted a Global Warrant or the Regulation S Global Warrant, as the case may be, (i) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any such Global Warrant and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Date. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant Warrants to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, Warrants shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global WarrantWarrants, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of authorized denominations representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global WarrantWarrants, as the case may be. (e) Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (fd) Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to paragraph (b) or (ec) of this Section shall, except as otherwise provided by paragraph (d) of Section 8.3 hereof, hereof bear the legend regarding transfer restrictions applicable to the Certificated Warrant set forth in Section 2.2 hereof2.2. (ge) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants. (f) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in such Global Warrant and become an interest in such other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest.

Book-Entry Provisions for the Global Warrants. (a) The Global Warrants initially shall (i) be registered in the name of the Depositary for such Global Warrant Warrants or the nominee of such Depositary, (ii) be delivered to the Warrant Agent as custodian for such Depositary and (iii) bear legends as set forth in Section 2.2 hereof. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Agreement with respect to the Global Warrants held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Restricted Global Warrant, Regulation S Global Warrant or IAI Global Warrant, as the case may be, for all purposes whatsoever. Nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Warrants. (b) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to all beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or Warrant, the Regulation S Global Warrant, or the IAI Global Warrant, as the case may be, (i) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any such Global Warrant and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Date. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first such Global Warrant and become an interest in the such other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Warrant, Regulation S Global Warrant or IAI Global Warrant to the beneficial owners thereof pursuant to paragraph (b) of this Section 8.2, the Restricted Global Warrant or Warrant, the Regulation S Global Warrant or IAI Global Warrant, as the case may be, shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or Warrant, the Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be. (e) Unlegended Regulation S IAI Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amountauthorized denominations representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant, the Regulation S Global Warrant or IAI Global Warrant, as the case may be. (fe) Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to paragraph (b) or (e) of this Section shall, except as otherwise provided by paragraph (df) of Section 8.3 hereof, bear the legend regarding transfer restrictions set forth in Section 2.2 hereof. (gf) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants.

Book-Entry Provisions for the Global Warrants. (a) The Global Warrants initially shall (i) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (ii) be delivered to the Warrant Agent (acting through its London branch) as custodian for such Common Depositary and (iii) bear legends as set forth in Section 2.2 hereof. Members of, or participants in, the Depositary ("AGENT MEMBERS") shall have no rights under this Agreement with respect to the Global Warrants held on their behalf by the Depositary or the Warrant Agent (acting through its London branch) as Common Depositary , and the Common Depositary or other Depositary (in the case of the Global DTC Warrants) may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant or Global DTC Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Warrants. (b) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nomineesnominees or transfers between the Depositary for the Global DTC Warrants and the Depositary for the other Global Warrants. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the each Depositary and the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S relevant Global Warrant, as the case may be, (i) if the Depositary Depositary, with respect to such Global Warrant, notifies the Company that it is unwilling or unable to continue as Depositary for any such Global Warrant and a successor depositary is not appointed by the Company within 90 days of such notice, notice or (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing DateDefault. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, Warrants shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global WarrantWarrants, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of authorized denominations representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may beWarrants. (e) Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (fd) Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to paragraph (b) or (ec) of this Section shall, except as otherwise provided by paragraph (d) of Section 8.3 hereof, hereof bear the legend regarding transfer restrictions applicable to the Certificated Warrant set forth in Section 2.2 hereof2.2. (ge) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants. (f) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in such Global Warrant and become an interest in such other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest.

Book-Entry Provisions for the Global Warrants. (a) The Global Warrants Warrant initially shall (i) be registered in the name of the Depositary for such Global Warrant DTC or the nominee of such DepositaryDTC, (ii) be delivered to the Warrant Agent or, prior to the Separability Date, the Transfer Agent, as custodian for such Depositary DTC and (iii) bear legends as set forth in Section 2.2 2.02 hereof. Members of, or participants in, DTC ("Agent Members") shall have no rights under this Agreement with respect to the Global Warrant held on their behalf by DTC or the Warrant Agent as its custodian, and DTC may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Warrants. (b) Transfers of a the Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants Warrant may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereofDTC. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to all beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, if (i) if the Depositary DTC notifies the Company that it is unwilling or unable to continue as Depositary depositary for any such the Global Warrant or (ii) DTC ceases to be a "Clearing Agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Datedays. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.25.03, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, shall be deemed to be surrendered to the Warrant Agent for cancellationcancelation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary DTC in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of authorized denominations representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be. (e) Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (fd) Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to paragraph (b) or (ec) of this Section shall, except 5.03 shall bear applicable legends as otherwise provided by paragraph (d) of Section 8.3 hereof, bear the legend regarding transfer restrictions set forth in Section 2.2 2.02 hereof. (ge) The registered holder of a the Global Warrant may grant proxies and otherwise authorize any personPerson, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants. (f) Beneficial owners of interests in the Global Warrant may receive Certificated Warrants (which shall bear the legend set forth in Exhibit C or Exhibit D if required by Section 2.02) in accordance with the procedures of DTC. In connection with the execution, countersigning and delivery of such Certificated Warrants, the Warrant Agent shall reflect on its books and records a decrease in the number of Warrants represented by the Global Warrant equal to the number of Warrants represented by such Certificated Warrants and the Company shall execute and the Warrant Agent shall countersign and deliver one or more Certificated Warrants representing, in the aggregate, the number of Warrants theretofore represented by the Global Warrant.

Book-Entry Provisions for the Global Warrants. (a) The Global Warrants initially shall (i) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (ii) be delivered to the Warrant Agent as custodian for such Depositary and (iii) bear legends as set forth in Section 2.2 hereof. Members of, or participants in, the Depositary ("AGENT MEMBERS") shall have no rights under this Agreement with respect to the Global Warrants held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Warrants. (b) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, (i) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any such Global Warrant and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Temporary Regulation S Global Warrant Note prior to one year after from the Closing Date. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person Person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first such Global Warrant and become an interest in the such other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of authorized denominations representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be. (e) Unlegended In connection with the transfer of a portion of the beneficial interests in the Restricted Global Warrant or the Permanent Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Warrant Agent shall reflect on its books and records the date and a decrease in the amount of Warrants represented by the Restricted Global Warrant or Permanent Regulation S Global Warrant in an amount equal to the amount of Warrants represented by the beneficial interest in the Restricted Global Warrant or Permanent Regulation S Global Warrant to be transferred, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Permanent Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (f) Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to paragraph (b) or (e) ), of this Section shall, except as otherwise provided by paragraph (d) of Section 8.3 hereof, bear the legend regarding transfer restrictions set forth in Section 2.2 hereof. (g) The registered holder of a Global Warrant may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants.

Book-Entry Provisions for the Global Warrants. (a) The Restricted Global Warrants Warrant and the Legended Regulation S Global Warrant initially shall (i) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (ii) be delivered to the Warrant Agent as custodian for such Depositary and (iii) bear legends as set forth in Section 2.2 hereof. Members of, or participants in, the Depositary ("AGENT MEMBERS") shall have no rights under this Agreement with respect to the Global Warrants held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of each such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Warrants. (b) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, (i) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any such Global Warrant and a successor depositary is not appointed by the Company within 90 days of such notice, (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided PROVIDED that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Date. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (d) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, representing, in the aggregate, the number of Warrants theretofore represented by the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be. (e) In connection with the transfer of a portion of the beneficial interests in the Restricted Global Warrant or the Unlegended Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) of this Section 8.2, the Warrant Agent shall reflect on its books and records the date and a decrease in the amount of Warrants represented by the Restricted Global Warrant or Unlegended Regulation S Global Warrant in an amount equal to the amount of Warrants represented by the beneficial interest in the Restricted Global Warrant or Unlegended Regulation S Global Warrant to be transferred, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (f) Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to paragraph (b) or (e) of this Section shall, except as otherwise provided by paragraph (d) of Section 8.3 hereof, bear the legend regarding transfer restrictions set forth in Section 2.2 hereof. (g) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Warrants.

Book-Entry Provisions for the Global Warrants. (ai) The Global Warrants Warrant Certificate initially shall (ix) be registered in the name of the Depositary for such Global Warrant or the nominee of such Depositary, (iiy) be delivered to the Warrant Agent as custodian for such the Depositary and (iiiz) bear legends the legend as set forth in Section 2.2 hereof5(b). (bii) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof. U.S. Certificated Warrants and Offshore Certificated Warrants shall be transferred to beneficial owners in exchange for their beneficial interests in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, (i) if the Depositary notifies the Company that it is unwilling or unable to continue as, or ceases to be, a "Clearing Agency" registered under Section 17A of the Securities Exchange Act of 1934, as Depositary for any such Global Warrant amended (the "Exchange Act"), and a successor depositary registered as a "Clearing Agency" under Section 17 of the Exchange Act is not appointed by the Company within 90 days of such notice, (ii) if there is a Default or (iii) upon the request of the beneficial owner in accordance with the rules and procedures of the Depositary and the provisions of Section 8.3 hereof; provided that Offshore Certificated Warrants shall not be transferred in exchange for the Legended Regulation S Global Warrant prior to one year after the Closing Date. (c) Any beneficial interest in one of the Global Warrants that is transferred to a person who takes delivery in the form of an interest in any other Global Warrant will, upon transfer, cease to be an interest in the first Global Warrant and become an interest in the other Global Warrant and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Warrant for as long as it remains such an interest. (diii) In connection with the transfer of the entire Restricted Global Warrant or Regulation S Global Warrant to beneficial owners pursuant to paragraph (b) (ii) of this Section 8.27, the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, shall be deemed to be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Restricted Global Warrant or the Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, representing, in the aggregate, the number an equal aggregate amount of Warrants theretofore represented by the Restricted Global Physical Warrant or the Regulation S Global Warrant, as the case may beCertificates of authorized denominations. (e) Unlegended Regulation S Global Warrant, as the case may be, U.S. Certificated Warrants or Offshore Certificated Warrants, as the case may be, of like tenor and amount. (fiv) Any Certificated Physical Warrant Certificate delivered in exchange for an interest in a the Global Warrant pursuant to paragraph (b) or (eii) of this Section 7 shall, except as otherwise provided by paragraph (dc) (ii) of this Section 8.3 hereof7, bear the legend regarding transfer restrictions set forth in Section 2.2 hereof5(b). (gv) The registered holder of a the Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder Warrant holder is entitled to take under this Warrant Agreement or the Warrants.