Common use of Restrictions on Transfer and Exchange Clause in Contracts

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant may only be made in accordance with this Section 3.09 and Section 3.08; provided that no such transfer or exchange shall be made to an Industry Competitor. The Registrar shall refuse to register any requested transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor. Subject to Section 3.09(b), the Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate or Accredited Investor Certificate and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States. (b) No Rule 144A Certificate, Accredited Investor Certificate or other certification and evidence is required in connection with any transfer or exchange of any Warrant (or a beneficial interest therein) after such Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance upon this paragraph any other reasonable certifications and evidence in connection with such resale. Any Warrant delivered in reliance upon this paragraph will not bear the Restricted Legend. (c) The Registrar will retain electronic copies of all certificates and other documents received in connection with the transfer or exchange of a Warrant, and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Registrar. (d) Notwithstanding anything to the contrary contained in this Agreement or in the Certificate of Designation, the number of shares of Common Stock that may be issued under the Warrants and the 12% Redeemable Preferred Stock of the Company for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed.

Restrictions on Transfer and Exchange. (a) The No transfer or exchange of any Warrant may only be made in accordance with this Section 3.09 and Section 3.08; provided that no such transfer or exchange a Note shall be made to an Industry Competitor. The Registrar shall refuse to register any requested unless such transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor. Subject to Section 3.09(b), the Person requesting the transfer or exchange must deliver or cause to be delivered (i) to the Warrant Agent Issuer, (ii) to any person the transferor reasonably believes is a duly completed qualified institutional buyer (as defined in Rule 144A Certificate under the Securities Act) in a transaction meeting the requirements of Rule 144A under the Securities Act or Accredited Investor Certificate and such other certifications and evidence as (iii) in a transaction complying with or exempt from the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United StatesStates or any other jurisdiction. Each prospective transferee by its acquisition of any Note, acknowledges that each Note will contain a legend substantially to the following effect (unless the Issuer determines otherwise in accordance with applicable law): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR "BLUE SKY" LAWS. THE HOLDER HEREOF, BY PURCHASING ANY NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY TO (1) THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. (b) No Each transferee of Notes represented by an interest in the Rule 144A Certificate, Accredited Investor Certificate or other certification Global Note will be deemed to have represented and evidence is required agreed as follows (terms used in connection with any transfer or exchange of any Warrant (or a beneficial interest therein) after such Warrant is eligible for resale pursuant to this paragraph that are defined in Rule 144 144A under the Securities Act are used herein as defined therein): (or 1) The transferee (A) is a successor provisionqualified institutional buyer, (B) without the need to satisfy current information or other requirements therein; provided is aware that the Company and Registrar may require from any Person requesting a transfer or exchange sale of the Notes to it is being made in reliance upon this paragraph on the exemption from registration provided by Rule 144A under the Securities Act and (C) is acquiring the Notes for its own account or for one or more accounts, each of which is a qualified institutional buyer, and as to each of which the transferee exercises sole investment discretion, for the transferee and for each such account. The transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Notes, and the transferee and any other reasonable certifications and evidence in connection with such resale. Any Warrant delivered in reliance upon this paragraph will not accounts for which it is acting are each able to bear the Restricted Legendeconomic risk of the transferee's or its investment. (c2) The Registrar transferee understands that the Notes are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Notes have not been and will retain electronic copies not be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Notes, such Notes may be offered, resold, pledged or otherwise transferred only in accordance with the legend on such Notes described above. The transferee acknowledges that no representation is made by the Issuer as to the availability of all certificates any exemption under the Securities Act or any state securities laws for resale of the Notes. (3) The transferee has carefully read and understands the Private Placement Memorandum, including, without limitation, the "Risk Factors" section therein, and has based its decision to purchase the Notes upon the information contained therein and not upon any information, if any, provided to it by any of the Issuer, the Seller, the Placement Agent or any other Person. The transferee is not purchasing the Notes with a view to the resale, distribution or other disposition thereof in violation of the Securities Act. The transferee understands that an investment in the Notes involves certain risks, including the risk of loss of a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other documents received information concerning the Issuer and the Notes as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Notes, including an opportunity to ask questions of and request information from the Placement Agent, the Issuer and the Seller. (4) In connection with the transfer of the Notes: (i) none of the Issuer, the Seller or exchange the Placement Agent is acting as a fiduciary or financial or investment adviser for the transferee; (ii) the transferee is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, Seller or the Placement Agent other than any in a Warrantcurrent private placement memorandum for such Notes and any representations expressly set forth in a written agreement with such party; (iii) none of the Issuer, Seller or the Placement Agent has given to the transferee (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of the Indenture or documentation for the Notes; (iv) the transferee has consulted with its own legal, regulatory, tax, business, investment, financial, and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice accounting advisers to the Registrar. extent it has deemed necessary, and it has made its own investment decisions (d) Notwithstanding anything including decisions regarding the suitability of any transaction pursuant to the contrary contained in this Agreement Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Issuer; (v) the transferee has determined that the rates, prices or amounts and other terms of the purchase and sale of the Notes reflect those in the Certificate of Designation, the number of shares of Common Stock that may be issued under the Warrants and the 12% Redeemable Preferred Stock of the Company relevant market for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed.similar transactions;

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant may only be made in accordance with this Section 3.09 and Section 3.08; provided provided, that no such transfer or exchange shall be made to an Industry Competitor. The Registrar shall refuse to register any requested transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor. Subject to Section 3.09(b), the The Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate or Accredited Investor Certificate and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States.Certificate (ba) No Rule 144A Certificate, Accredited Investor Certificate or other certification and evidence is required in connection with any transfer or exchange of any Warrant (or a beneficial interest therein): (i) after such Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance upon this paragraph clause (i) any other reasonable certifications and evidence in connection with order to support such resalecertificate; or (ii) sold pursuant to an effective registration statement. Any Warrant delivered in reliance upon this paragraph will not bear the Restricted Legend. (cb) The Registrar will retain electronic copies of all certificates and other documents received in connection with the transfer or exchange of a Warrant, and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Registrar. (dc) Notwithstanding anything In the event that the Holders elect to exercise the contrary contained in Warrants and the Company chooses to make a Net Share Settlement, the sum of (i) the number of shares of Warrant Shares into which each Warrant is net settled pursuant to this Agreement or in the Certificate of Designation, and (ii) the number of shares of Common Stock that may be issued under into which the Warrants and Preferred Shares are converted in accordance with the 12% Redeemable Preferred Stock of the Company for any reason Purchase Agreement, shall not exceed the maximum number of shares of Common Stock which the Company may issue under the Certificate of Incorporation or the maximum number of shares of Common Stock which the Company may issue without stockholder approval under applicable law (including, for the avoidance of doubt, the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed).

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant (or a beneficial interest therein) may only be made in accordance with Section 6.1 and this Section 3.09 6.2 and, in the case of a Global Warrant (or a beneficial interest therein), the applicable rules and Section 3.08; provided that no such transfer or exchange shall be made to an Industry Competitorprocedures of the Depository. The Registrar Warrant Agent shall refuse to register any requested transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor. . (b) Subject to Section 3.09(b6.2(c), the transfer or exchange of any Warrant (or a beneficial interest therein) of the type set forth in column A below for a Warrant (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph (b) set forth opposite in column C below. (i) No certification is required. (ii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate Certificate. (iii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Regulation S Certificate. (iv) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Accredited Investor Certificate Certificate, and/or an opinion of counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Warrant that does not bear the Restricted Legend, then no certification is required. In the event that a Certificated Warrant that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Warrant Agent will deliver a Certificated Warrant that does not bear the Restricted Legend. (bc) No Rule 144A Certificate, Accredited Investor Certificate or other certification and evidence is required in connection with any transfer or exchange of any Warrant (or a beneficial interest therein): (i) after such Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) by a non-affiliate without the need to satisfy current information or other requirements therein; provided that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance upon this paragraph any other reasonable certifications and evidence in connection with such resaleor (ii) sold pursuant to an effective registration statement. Any Certificated Warrant delivered in reliance upon this paragraph will not bear the Restricted Legend. (cd) The Registrar Warrant Agent will retain electronic copies of all certificates certificates, opinions and other documents received in connection with the transfer or exchange of a WarrantWarrant (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the RegistrarWarrant Agent. (d) Notwithstanding anything to the contrary contained in this Agreement or in the Certificate of Designation, the number of shares of Common Stock that may be issued under the Warrants and the 12% Redeemable Preferred Stock of the Company for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant (or a beneficial interest therein) may only be made in accordance with this Section 3.09 and Section 3.08; provided that no such transfer or exchange shall be made to an Industry Competitor. The Registrar shall refuse to register any requested transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor. Subject to Section 3.09(b), the Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate or Accredited Investor Certificate and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States. (b) No Rule 144A CertificateBy its acceptance of any Warrant bearing the Restricted Legend, Accredited Investor Certificate or other certification each Holder thereof acknowledges the restrictions on transfer of such Warrant set forth in this Agreement and evidence is required in the Restricted Legend and agrees that it will transfer such Warrant only in accordance with such restrictions. In connection with any transfer of Warrants, each Holder agrees by its acceptance of the Warrants to furnish the Warrant Agent or exchange the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act, including the Warrant Transfer Notice attached to Exhibit A, if applicable; provided that the Warrant Agent shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. Upon delivery by a Holder of a certificate satisfactory to the Warrant (or Agent and the Company certifying that, with respect to a beneficial interest therein) after such Certificated Warrant is eligible bearing the Restricted Legend, all conditions have been met to qualify for resale pursuant to Rule 144 exemption from registration requirements under the Securities Act pursuant to Rule 144(k), together with the Company’s written consent (or which shall not be unreasonably withheld), the Warrant Agent will exchange such Certificated Warrant for a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance upon this paragraph any other reasonable certifications and evidence in connection with such resale. Any Certificated Warrant delivered in reliance upon this paragraph will not bear bearing the Restricted Legend. (c) The Registrar will retain electronic Warrant Agent shall keep copies of all certificates certificates, opinions and other documents received in connection with the transfer or exchange of a WarrantWarrant (or a beneficial interest therein), and available for inspection or copying by the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Registrar. (d) Notwithstanding anything to the contrary contained in this Agreement or in the Certificate of Designation, the number of shares of Common Stock that may be issued under the Warrants and the 12% Redeemable Preferred Stock of the Company for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which Holder during normal business hours at the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listedCorporate Trust Office.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant may only be made in accordance with this Section 3.09 and Section 3.08; provided that no such transfer or exchange shall be made to an Industry Competitor. The Registrar shall refuse to register any requested transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor, other than to request the Company’s determination with respect thereto, upon which the Warrant Agent and Registrar may rely. Subject to Section 3.09(b), the Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate or Accredited Investor Certificate and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States. (b) No Rule 144A Certificate, Accredited Investor Certificate or other certification and evidence is required in connection with any transfer or exchange of any Warrant (or a beneficial interest therein): (i) after such Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance upon this paragraph clause (i) any other reasonable certifications and evidence in connection with such resale; or (ii) sold pursuant to an effective registration statement. Any Warrant delivered in reliance upon this paragraph will not bear the Restricted Legend. (c) The Registrar will retain electronic copies of all certificates and other documents received in connection with the transfer or exchange of a Warrant, and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Registrar. (d) Notwithstanding anything to the contrary contained in this Agreement or in the Certificate of DesignationAgreement, the number of shares of Common Stock that may be issued under the Warrants and the 12% Redeemable Preferred Stock of the Company for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or NASDAQ Global Select Market, including NASDAQ Listing Rule 5635, unless the requisite stockholder approval has been obtained. In addition, the Company will not issue any other National Securities Exchange on which the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03under the Statement of Resolutions, unless at the time of such issuance, either the maximum number of shares of Common Stock then issuable under all Warrants may be issued under such rules without any stockholder approval or the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listedNASDAQ Global Select Market.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant may only be made in accordance with this Section 3.09 and Section 3.08; provided that no such transfer or exchange shall be made to an Industry Competitor. The Registrar shall refuse to register any requested transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor, other than to request the Company’s determination with respect thereto, upon which the Warrant Agent and Registrar may rely. Subject to Section 3.09(b), the Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate or Accredited Investor Certificate and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States. (b) No Rule 144A Certificate, Accredited Investor Certificate or other certification and evidence is required in connection with any transfer or exchange of any Warrant (or a beneficial interest therein): (i) after such Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance upon this paragraph clause (i) any other reasonable certifications and evidence in connection with such resale; or (ii) sold pursuant to an effective registration statement. Any Warrant delivered in reliance upon this paragraph will not bear the Restricted Legend. (c) The Registrar will retain electronic copies of all certificates and other documents received in connection with the transfer or exchange of a Warrant, and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Registrar. (d) Notwithstanding anything to the contrary contained in this Agreement or in the Certificate of DesignationAgreement, the number of shares of Common Stock that may be issued under the Warrants and the 12% Redeemable Preferred Stock of the Company for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listedNasdaq, including New York Stock Exchange Nasdaq Listing Rule 312.035635, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listedNasdaq.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant may only be made in accordance with this Section 3.09 and Section 3.08; provided that no such transfer or exchange shall be made to an Industry Competitor. The Registrar shall refuse to register any requested transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor, other than to request the Company’s determination with respect thereto, upon which the Warrant Agent and Registrar may rely. Subject to Section 3.09(b), the Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate or Accredited Investor Certificate and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States. (b) No Rule 144A Certificate, Accredited Investor Certificate or other certification and evidence is required in connection with any transfer or exchange of any Warrant (or a beneficial interest therein): (i) after such Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance upon this paragraph clause (i) any other reasonable certifications and evidence in connection with such resale; or (ii) sold pursuant to an effective registration statement. Any Warrant delivered in reliance upon this paragraph will not bear the Restricted Legend. (c) The Registrar will retain electronic copies of all certificates and other documents received in connection with the transfer or exchange of a Warrant, and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Registrar. (d) Notwithstanding anything to the contrary contained in this Agreement or in the Certificate of DesignationAgreement, the number of shares of Common Stock that may be issued under the Warrants and the 12% Redeemable Preferred Stock of the Company for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listedNYSE, including New York Stock Exchange Listing Rule 312.03Section 312.03 of the NYSE Listed Company Manual, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listedNYSE.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant Note may only be made in accordance with this Section, Section 3.09 2.09 and Section 3.08; provided that no such transfer or exchange shall be made to an Industry Competitorthe Servicing Agreement. The Registrar shall refuse to register any requested transfer or exchange that the Registrar knows does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm . (a) The transfer or verify whether a proposed transferee is an Industry Competitor. Subject to Section 3.09(b), exchange of any Note may only be made if the Person requesting the transfer or exchange must deliver delivers or cause causes to be delivered to the Warrant Agent Registrar (I)(x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate Certificate, and/or (II) an Opinion of Counsel and such other certifications and evidence as the Company Issuer or the Registrar may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and Act, any applicable securities laws of any state of the United States. (b) No Rule 144A Certificate, Accredited Investor Certificate or other certification States and evidence is required the restrictions on transfer set forth in connection with any the Servicing Agreement; provided that if the requested transfer or exchange is made by the Holder of any Warrant a Note that does not bear the Restricted Legend, then no certification under clause (or a beneficial interest thereinI) after such Warrant of the preceding sentence is eligible for resale pursuant to Rule 144 under required. In the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided event that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance complies with the preceding sentence and (i) the requested transfer or exchange takes place after the expiration of the Restricted Period and a duly completed Regulation S Certificate is delivered to the Registrar or (ii) a Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon this paragraph any other reasonable certifications transfer or exchange the Issuer will issue, NIRAN Trustee will authenticate and evidence in connection with such resale. Any Warrant delivered in reliance upon this paragraph the Registrar will deliver a Note that does not bear the Restricted Legend. (cb) The Registrar will retain electronic copies of all certificates certificates, opinions and other documents received in connection with the transfer or exchange of a WarrantNote, and the Company NIRAN Trustee and the Issuer will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Registrar. (d) Notwithstanding anything to the contrary contained in this Agreement or in the Certificate of Designation, the number of shares of Common Stock that may be issued under the Warrants and the 12% Redeemable Preferred Stock of the Company for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant may only be made in accordance with this Section 3.09 and Section 3.08; provided provided, that no such transfer or exchange shall be made to an Industry Competitor. The Registrar shall refuse to register any requested transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor. Subject to Section 3.09(b), the The Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate or Accredited Investor Certificate and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States. (b) No Rule 144A Certificate, Accredited Investor Certificate or other certification and evidence is required in connection with any transfer or exchange of any Warrant (or a beneficial interest therein): (i) after such Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance upon this paragraph clause (i) any other reasonable certifications and evidence in connection with order to support such resalecertificate; or (ii) sold pursuant to an effective registration statement. Any Warrant delivered in reliance upon this paragraph will not bear the Restricted Legend. (c) The Registrar will retain electronic copies of all certificates and other documents received in connection with the transfer or exchange of a Warrant, and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Registrar. (d) Notwithstanding anything In the event that the Holders elect to exercise the contrary contained in Warrants and the Company chooses to make a Net Share Settlement, the sum of (i) the number of shares of Warrant Shares into which each Warrant is net settled pursuant to this Agreement or in the Certificate of Designation, and (ii) the number of shares of Common Stock that may be issued under into which the Warrants and Preferred Shares are converted in accordance with the 12% Redeemable Preferred Stock Certificate of the Company for any reason Designations, shall not exceed the maximum number of shares of Common Stock which the Company may issue under the Certificate of Incorporation or the maximum number of shares of Common Stock which the Company may issue without stockholder approval under applicable law (including, for the avoidance of doubt, the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed).

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant may only be made in accordance with this Section 3.09 and Section 3.08; provided that no such transfer or exchange shall be made to an Industry Competitor. The Registrar shall refuse to register any requested transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor. Subject to Section 3.09(b), the Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate or Accredited Investor Certificate and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States. (b) No Rule 144A Certificate, Accredited Investor Certificate or other certification and evidence is required in connection with any transfer or exchange of any Warrant (or a beneficial interest therein) after such Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance upon this paragraph any other reasonable certifications and evidence in connection with such resale. Any Warrant delivered in reliance upon this paragraph will not bear the Restricted Legend. (c) The Registrar will retain electronic copies of all certificates and other documents received in connection with the transfer or exchange of a Warrant, and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Registrar. (d) Notwithstanding anything to the contrary contained in this Agreement or in the Certificate of Designation, the number of shares of Common Stock that may be issued under the Warrants and the 12% Redeemable Preferred Stock of the Company for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03, unless the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listed.

Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Warrant may only be made in accordance with this Section 3.09 and Section 3.08; provided that no such transfer or exchange shall be made to an Industry Competitor. The Registrar shall refuse to register any requested transfer or exchange that does not comply with the immediately preceding sentence; however, unless and until the Company provides the Warrant Agent and Registrar with written notice that a proposed transferee is an Industry Competitor, the Warrant Agent and Registrar shall have no obligation under this Agreement to confirm or verify whether a proposed transferee is an Industry Competitor, other than to request the Company’s determination with respect thereto, upon which the Warrant Agent and Registrar may rely. Subject to Section 3.09(b), the Person requesting the transfer or exchange must deliver or cause to be delivered to the Warrant Agent a duly completed Rule 144A Certificate or Accredited Investor Certificate and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with this Section 3.09 and the applicable provisions of the Securities Act and any applicable securities laws of any state of the United States. (b) No Rule 144A Certificate, Accredited Investor Certificate or other certification and evidence is required in connection with any transfer or exchange of any Warrant (or a beneficial interest therein): (i) after such Warrant is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need to satisfy current information or other requirements therein; provided that the Company and Registrar may require from any Person requesting a transfer or exchange in reliance upon this paragraph clause (i) any other reasonable certifications and evidence in connection with such resale; or (ii) sold pursuant to an effective registration statement. Any Warrant delivered in reliance upon this paragraph will not bear the Restricted Legend. (c) The Registrar will retain electronic copies of all certificates and other documents received in connection with the transfer or exchange of a Warrant, and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Registrar. (d) Notwithstanding anything to the contrary contained in this Agreement or in the Certificate of DesignationAgreement, the number of shares of Common Stock that may be issued under the Warrants and the 12% Redeemable Preferred Stock of the Company for any reason shall not exceed the maximum number of shares of Common Stock which the Company may issue without stockholder approval under the stockholder approval rules of the New York Stock Exchange or NASDAQ Global Select Market, including NASDAQ Listing Rule 5635, unless the requisite stockholder approval has been obtained. In addition, the Company will not issue any other National Securities Exchange on which the shares of Common Stock are then listed, including New York Stock Exchange Listing Rule 312.03under the Statement of Resolutions, unless at the time of such issuance, either the maximum number of shares of Common Stock then issuable under all Warrants may be issued under such rules without any stockholder approval or the requisite stockholder approval has been obtained. The foregoing restriction shall continue notwithstanding any failure of the Common Stock to continue to be listed on the New York Stock Exchange or any other National Securities Exchange on which the shares of Common Stock are then listedNASDAQ Global Select Market.