Common use of PURSUANT TO OTHER EXEMPTION Clause in Contracts

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 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 Security will 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 Company and the Guarantor. [Insert Name of Transferor] By: Name: Title: Dated: ___________, ____ ANNEX A TO CERTIFICATE OF TRANSFER

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 144 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security Note 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 Company and the GuarantorCompany. [Insert Name of Transferor] By: --------------------------------------- Name: Title: Dated: ___________, ____________ ANNEX A TO CERTIFICATE OF TRANSFER

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 144 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security Note 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 Company and the GuarantorCompany. ------------------------------------------ [Insert Name of Transferor] By: --------------------------------------- Name: Title: Dated: ___________, ____ --------,----- ANNEX A TO CERTIFICATE OF TRANSFER

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 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement 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 Security definitive Note 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 Company and the GuarantorIssuers. [Insert Name of Transferor] By: [•] Name: [•] Title: [•] Dated: ___________, ____ [•] ANNEX A TO CERTIFICATE OF TRANSFERTRANSFER AND EXCHANGE

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 144 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will 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 Company and the GuarantorCompany. [Insert Name of Transferor] By: Name: Title: Dated: ___________, ____ ANNEX A TO CERTIFICATE OF TRANSFERTRANSFER 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] |_| a beneficial interest in the:

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 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement 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 Security definitive Note 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 Company and the GuarantorIssuers. [Insert Name of Transferor] By: [•] Name: [•] Title: [•] Dated: ___________, ____ [•] ANNEX A TO CERTIFICATE OF TRANSFERTRANSFER OR EXCHANGE

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 or Rule 904 Regulation S and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will 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 Company and the Guarantor. [Insert Name of Transferor] By: ------------------------------------ Name: Title: Dated: ___________, ____ ANNEX A TO CERTIFICATE OF TRANSFER,

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 or Rule 904 Regulation S and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will 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 Company and the GuarantorCompany. --------------------------------- [Insert Name of Transferor] By: --------------------------------------- Name: Title: Dated: ___________, ____ ANNEX A TO CERTIFICATE OF TRANSFER------------ ----

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 or Rule 904 Regulation S and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will 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 Company and the GuarantorCompany. [Insert Name of Transferor] By: -------------------------------------- Name: Title: Dated: ___________, ____ ANNEX A TO CERTIFICATE OF TRANSFER

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 144 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture Warrant Agreement and any applicable blue sky securities laws of any state State of the United States and (ii) the restrictions on transfer contained in the Indenture Warrant Agreement 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 IndentureWarrant Agreement, the transferred beneficial interest or Definitive Security Warrant will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities Warrants or Restricted Definitive Securities Warrants and in the IndentureWarrant Agreement. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the GuarantorCompany. ------------------------------------ [Insert Name of Transferor] By: ---------------------------------- Name: Title: Dated: ___________, ____ ANNEX A TO CERTIFICATE OF TRANSFER