Common use of Transfer Instructions Clause in Contracts

Transfer Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Investors or its nominee, for the Registrable Securities in such amounts as specified from time to time by the Investors to the Company upon conversion of the Debentures or exercise of the Warrants in accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). Prior to registration of the Registrable Securities under the Securities Act or the date on which the Registrable Securities may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of Registrable Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 6(bb) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 7, will be given by the Company to its transfer agent and that the Registrable Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Investors' obligations and agreement set forth in Section 7 hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Registrable Securities. If the Investors provide the Company with (i) an opinion of counsel in form substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act and such sale or transfer is effected, or (ii) the Investors provide reasonable assurances that the Registrable Securities can be sold pursuant to Rule 144 or Regulation S, the Company shall permit the transfer and promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Investors. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investors, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 7 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investors, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent.

Transfer Instructions. The Company (a) On the Closing Date on or about 10:00 a.m. local New York City time, you shall issue irrevocable instructions transfer to its the New Current Account any funds standing to the credit of the Concentration Account on such date. (b) On the Closing Date and each day following the Closing Date on which the office at which the Concentration Account is maintained is open for regular banking business (a “Business Day”), you shall deposit into the Concentration Account all amounts received or paid by you, from all sources, that reference the account number of the Concentration Account as set forth in Section 3(a) or (if, under your normal procedures for resolving situations in which account numbers appear to be incorrect, you determine that the payment is for the account of the SPC) that are for the account of the SPC; provided that all such amounts specifically identified by the account number and/or the SWIFT identification code of the New Current Account shall be deposited into the New Current Account. In the event that a transfer agent instruction does not include either an UID, an account number or a SWIFT identification code (or is inconsistent), then you may follow your standard wire procedures by depositing the funds into the Concentration Account. NCB agrees to issue certificatespromptly, registered upon obtaining knowledge thereof, transfer funds that are deposited into the New Current Account relating to Purchased Diversified Payment Rights to the Concentration Account, unless a Change Notice, as described in clause (c), sent by the Indenture Trustee is in effect, in which case NCB will not be required to transfer such funds to the Concentration Account. (c) [TO BE MODIFIED IF THIS DEPOSITARY BANK IS NOT A PRIMARY BANK] Except as otherwise instructed in writing by the Indenture Trustee, by the end of each Business Day (but no earlier than 3:00 p.m. (your local time) on such day) you shall transfer (in immediately available funds) all amounts then on deposit in the name Concentration Account to: The Bank of New York, New York, New York, ABA #000000000, GLA #[ ], FFC: TAS A/C #[ ], Ref: [Jamaican Diversified Payment Rights Company] (Collateral Account) (the “Collateral Account”). Pursuant to the Transaction, it is contemplated that the Indenture Trustee will instruct you (by delivering an instruction substantially in the form of Exhibit A hereto (a “Change Notice”)), approximately once each quarter that, from the date of such Change Notice until but excluding the first day of the Investors next [ ], [ ], [ ] or its nominee[ ] (each, for a “Recommencement Date”) (unless the Registrable Securities Indenture Trustee notifies you otherwise by delivering an instruction substantially in the form of Exhibit B hereto (a “Resumption of Transfer Notice”), once each day by the end of each Business Day (but no earlier than 3:00 p.m. (your local time) on such day) in such amounts as specified from time to time by period, any funds in the Investors Concentration Account shall be transferred to the Company upon conversion New Current Account. The Indenture Trustee will send you a reminder (in substantially the form of Exhibit C hereto (a “Reminder Notice”)) of each such Recommencement Date at least five Business Days before such Recommencement Date; it being understood that your not receiving any such notice shall not change your obligations hereunder. To the extent that deposits are made to the Concentration Account on any Business Day after the transfer described above, such deposits shall remain in the Concentration Account and will be treated by you as having been received on the next Business Day. (d) You understand and agree that the Indenture Trustee shall have sole dominion and control of the Debentures or exercise Concentration Account, and accordingly you agree to take instructions in respect of the Warrants Concentration Account only from the Indenture Trustee in accordance with the terms thereof hereof (and no further consent of NCB (individually or as Servicer), the "Irrevocable Transfer Agent Instructions"SPC or any other person or entity shall be required). Prior Each of NCB and the SPC agrees not to registration issue any instructions to you contrary to the terms hereof or to the Indenture Trustee’s rights in the Concentration Account and the funds credited thereto. If you receive conflicting directions or instructions from any of the Registrable Securities under the Securities Act parties hereto or the date on which the Registrable Securities may be sold pursuant to Rule 144 or Regulation S without from any restriction other source (including any governmental authorities) as to the number Concentration Account (including the application of Registrable Securities as the funds therein or to be deposited therein), you shall notify the Indenture Trustee of a particular date such conflict and, to the extent permitted by law binding upon you, shall act only upon any such directions or instruction received from the Indenture Trustee. The Depositary shall have no obligation to verify the accuracy and/or validity of any such direction or instruction that can then it reasonably believes to be immediately soldaccurate and valid. (e) Subject to the last sentence of clause (b), all such certificates shall bear funds credited to the restrictive legend specified in Section 6(bb) of this Agreement. The Company warrants New Current Account (or any other account that no instruction NCB maintains with you other than the Irrevocable Transfer Agent Instructions referred Concentration Account) are not subject to in any restrictions under this Section 7Acknowledgment and may be paid or transferred as instructed or requested by NCB without any notice to or consent or authorization from any other party, including the SPC and the Indenture Trustee, and any such payment or transfer will be given taken by the Company recipient free and clear of any lien or other claim of any kind of or by any such party. (f) The parties hereto agree that the Depositary’s “jurisdiction” for the purposes of Part 3 of Article 9 of the UCC, with respect to its transfer agent the Concentration Account only, is New York and that the Registrable Securities shall otherwise be freely transferable on Concentration Account is a “deposit account” within the books and records meaning of Section 9-102 of the Company as and to UCC. In addition, the extent provided in this Agreement and parties hereto agree that the Registration Rights Agreement. Nothing in this Section Indenture Trustee shall affect in any way the Investors' obligations and agreement set forth in Section 7 hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale have control of the Registrable Securities. If Concentration Account within the Investors provide meaning of Section 9-104 of the Company with UCC. (ig) NCB agrees that, whether an opinion of counsel in form substance and scope customary for opinions in comparable transactionsMT Payment Order identifies NCB by identifying number, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act and such sale or transfer is effectedincluding SWIFT ID, or (ii) the Investors provide reasonable assurances that the Registrable Securities can be sold pursuant to Rule 144 or Regulation S, the Company shall permit the transfer and promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such by both name and in such denominations as specified by the Investors. The Company acknowledges that a breach by it number, you will have correctly paid NCB for purposes of its obligations hereunder will cause irreparable harm to the Investors, by vitiating the intent and purpose Article 4A of the transactions contemplated hereby. Accordingly, UCC by crediting the Company acknowledges that the remedy at law for a breach of its obligations under this Section 7 may be inadequate and agrees, Concentration Account in the event of a breach or threatened breach by amount specified in the Company of the provisions of this Section, that the Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investors, shall have been delivered to and acknowledged in writing by the Company's Transfer AgentMT Payment Order.

Transfer Instructions. The Company shall issue irrevocable instructions to its (a) Provided that the Company's transfer agent to issue certificates, registered is participating in the name of the Investors or its nominee, for the Registrable Securities in such amounts as specified from time to time by the Investors to the Company upon conversion of the Debentures or exercise of the Warrants in accordance with the terms thereof The Depository Trust Company's (the "Irrevocable DTC") Fast Automated Securities Transfer Agent Instructions"Program (or such other similar programs for the electronic transfer of securities as may from time-to-time be implemented). Prior to registration , and the transferee of the Registrable Securities under Shares and/or Warrant Shares is eligible to receive shares through the Securities Act or the date on which the Registrable Securities may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of Registrable Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 6(bb) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 7, will be given by the Company to its transfer agent and that the Registrable Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Investors' obligations and agreement set forth in Section 7 hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Registrable Securities. If the Investors provide the Company with (i) an opinion of counsel in form substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act and such sale or transfer is effected, or (ii) the Investors provide reasonable assurances that the Registrable Securities can be sold pursuant to Rule 144 or Regulation SDTC, the Company shall permit the transfer and promptly instruct its transfer agent to issue process all transfers of Shares, sales of Shares, and exercises of Common Stock Warrants by an Investor (each a "Transaction") on an expedited basis, with such transfer being made through share credits to one or more certificates, free from restrictive legendbalance accounts at the DTC, in such name and in such denominations as specified by such Investor, no later than the Investors. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investors, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 7 may be inadequate and agrees, in the event of a breach or threatened breach third business day after receipt by the Company of (i) the provisions Shares, Warrant Shares or Common Stock Warrant, as applicable, and (ii) a completed Reissuance Notice, the form of this Sectionwhich is attached hereto as Exhibit F. (b) If the electronic transfer of shares is not possible, that then the Investors Company shall be entitledinstruct its transfer agent to process all Transactions on an expedited basis, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory with delivery to the InvestorsInvestor (or its designee) of the certificates to be issued as a result of the Transaction no later than the third business day after receipt by the Company of (i) the Shares, Warrant Shares or Common Stock Warrant, as applicable, and (ii) a completed Reissuance Notice, the form of which is attached hereto as Exhibit F. (c) The Company shall bear all costs and expenses resulting from processing the Transactions on an expedited basis. Until such time as all shares of Common Stock have been delivered to in connection with any given Transaction and acknowledged in writing any replacement certificate(s) or replacement Common Stock Warrant(s) are delivered as requested by Investor, the Company's Transfer Agentchief financial officer (or if there is none, the Company's most senior executive officer) shall use his/her best efforts to ensure that the Transaction is completed, including but not limited to contacting the Company's transfer agent on a daily basis for the purpose of having the Transaction completed.

Transfer Instructions. The Company shall issue irrevocable instructions to its (a) Provided that the Company's transfer agent to issue certificates, registered is participating in the name of the Investors or its nominee, for the Registrable Securities in such amounts as specified from time to time by the Investors to the Company upon conversion of the Debentures or exercise of the Warrants in accordance with the terms thereof The Depository Trust Company's (the "Irrevocable DTC") Fast Automated Securities Transfer Agent Instructions"Program (or such other similar programs for the electronic transfer of securities as may from time-to-time be implemented). Prior to registration , and the transferee of the Registrable Securities under Conversion Shares and/or Warrant Shares is eligible to receive shares through the Securities Act or the date on which the Registrable Securities may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of Registrable Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 6(bb) of this Agreement. The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 7, will be given by the Company to its transfer agent and that the Registrable Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Investors' obligations and agreement set forth in Section 7 hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Registrable Securities. If the Investors provide the Company with (i) an opinion of counsel in form substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Registrable Securities may be made without registration under the Securities Act and such sale or transfer is effected, or (ii) the Investors provide reasonable assurances that the Registrable Securities can be sold pursuant to Rule 144 or Regulation SDTC, the Company shall permit the transfer and promptly instruct its transfer agent to issue process all transfers of Conversion Shares, sales of Conversion Shares, and exercises of Warrants by an Investor (each a "Transaction") on an expedited basis, with such transfer being made through share credits to one or more certificates, free from restrictive legendbalance accounts at the DTC, in such name and in such denominations as specified by such Investor, no later than the Investors. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investors, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 7 may be inadequate and agrees, in the event of a breach or threatened breach second (2nd) business day after receipt by the Company of (i) the provisions Shares, Conversion Shares, Warrants or Warrant Shares, as applicable, and (ii) a completed Reissuance Notice, the form of this Sectionwhich is attached hereto as EXHIBIT E ("Reissuance Notice"), including a representation by Investor contained therein that such transfer will be made in compliance with all applicable securities laws. For purposes hereof, "receipt by the Investors Company" shall mean receipt at the corporate office of the Company as such address is designated on the signature page hereto (as may be updated in accordance with SECTION 8.4 hereof), with facsimile copy of the Reissuance Notice addressed to the President of the Company at the facsimile number designated on the signature page hereto (as may be updated in accordance with SECTION 8.4 hereof), and additional facsimile copy of the Reissuance Notice addressed to the General Counsel of the Company at (000) 000-0000 (as may be updated in accordance with SECTION 8.4 hereof). The foregoing facsimile copies shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without sent on the necessity same day as the Reissuance Notice is sent by Investor. (b) If the electronic transfer of showing economic loss and without any bond or other security being required. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investors, shall have been delivered to and acknowledged in writing shares is not offered by the Company's Transfer Agenttransfer agent, or if the electronic transfer of shares is not available for any given transaction, then the Company shall instruct its transfer agent to process all Transactions on an expedited basis, with delivery to the Investor (or its designee) of the certificates to be issued as a result of the Transaction no later than the second (2nd) business day after receipt by the Company of (i) the Shares, Conversions Shares, Warrants or Warrant Shares, as applicable, and (ii) a completed Reissuance Notice. (c) The Company shall bear all costs and expenses resulting from processing the Transactions on an expedited basis. Until such time as all shares of Common Stock have been delivered in connection with any given Transaction and any replacement certificate(s) or replacement Warrant(s) are delivered as requested by Investor, the Company's general counsel (or if there is none, the Company's most senior executive officer) shall use his/her best efforts to ensure that the Transaction is completed, including but not limited to contacting the Company's transfer agent on a daily basis for the purpose of having the Transaction completed.