Common use of Transfer of Collateral Clause in Contracts

Transfer of Collateral. All certificates and instruments representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Secured Party or a Person designated by the Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the Secured Party. Notwithstanding the preceding sentence, at the Secured Party’s discretion, all such Pledged Securities must be delivered or transferred in such manner as to permit the Secured Party to be a “protected purchaser” to the extent of its security interest as provided in Section 8-303 of the New York UCC (if the Secured Party otherwise qualifies as a protected purchaser). During the continuance of an Event of Default, the Secured Party shall have the right, at any time in its discretion and without notice, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Securities. In addition, during the continuance of an Event of Default, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Transfer of Collateral. All certificates and or instruments ----------------------- representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Secured Party or a Person designated by the Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect or (in the pledge case of either certificated or uncertificated securities) Secured Party shall have been provided with evidence that the Pledged Securities have been otherwise delivered to Secured Party in accordance with Section 8.301 of the Code, all in form and substance satisfactory to Secured Party. Notwithstanding the preceding sentence, at the Secured Party’s 's discretion, all such Pledged Securities must be delivered or transferred in such manner as to permit the Secured Party to be a “protected purchaser” meet the requirements of Section 8.303(a)(3) of the Code to the extent of its security interest as provided in Section 8-303 of the New York UCC (if the Secured Party otherwise qualifies as a protected purchaser)interest. During the continuance of an Event of Default, the Secured Party shall have the right, at any time in its discretion and without noticenotice to Pledgor, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights specified in Section 4.02. In addition, during the continuance of an Event of Default, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Transfer of Collateral. All certificates and or instruments ---------------------- representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Secured Party or a Person designated by the Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect or (in the pledge case of either certificated or uncertificated securities) Secured Party shall have been provided with evidence that the Pledged Securities have been otherwise delivered to Secured Party in accordance with Section 8.301 of the Code, all in form and substance satisfactory to Secured Party. Notwithstanding the preceding sentence, at the Secured Party’s 's discretion, all such Pledged Securities must be delivered or transferred in such manner as to permit the Secured Party to be a “protected purchaser” meet the requirements of Section 8.303(a)(3) of the Code to the extent of its security interest as provided in Section 8-303 of the New York UCC (if the Secured Party otherwise qualifies as a protected purchaser)interest. During the continuance of an Event of Default, the Secured Party shall have the right, at any time in its discretion and without noticenotice to Pledgor, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights specified in Section 4.02. In addition, during the continuance of an Event of Default, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Transfer of Collateral. All certificates and or instruments representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Secured Party or a Person designated by the Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect or (in the pledge case of certificated securities) Secured Party shall have been provided with evidence that the Pledged Securities have been otherwise transferred to Secured Party in accordance with Section 8-301 of the Code, all in form and substance satisfactory to Secured Party. Notwithstanding the preceding sentence, at the Secured Party’s 's discretion, all such Pledged Securities must be delivered or transferred in such manner as to permit the Secured Party to be a “"protected purchaser” " to the extent of its security interest as provided in Section 8-303 of the New York UCC (if the Secured Party otherwise qualifies as a protected purchaser)Code. During the continuance of an Event of Default, the Secured Party shall have the right, at any time in its discretion and without noticenotice to Pledgor, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights specified in Section 6.06. In addition, during the continuance of an Event of Default, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Transfer of Collateral. All certificates and or instruments ---------------------- representing or evidencing the Pledged Securities (as hereinafter defined) shall be delivered to and held pursuant hereto by the Secured Party or a Person person or entity designated by the Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect or (in the pledge case of either certificated or uncertificated securities) Secured Party shall have been provided with evidence that the Pledged Securities have been otherwise transferred to Secured Party in accordance with Section 8.301 of the Code, all in form and substance satisfactory to Secured Party. Notwithstanding the preceding sentence, at the Secured Party’s 's discretion, all such Pledged Securities must be delivered or transferred in such manner as to permit the Secured Party to be a “"protected purchaser” " to the extent of its security interest as provided in Section 8-303 8.303 of the New York UCC (if the Secured Party otherwise qualifies as a protected purchaser)Code. During the continuance of an Event of Default, the Secured Party shall have the right, at any time that an Event of Default (as defined in its discretion Section 6.1) has occurred and is continuing and without noticefurther notice to Pledgor, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Securities. In addition, during the continuance of an Event of Default, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Transfer of Collateral. All certificates and or instruments ----------------------- representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Secured Party or a Person designated by the Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect or (in the pledge case of either certificated or uncertificated securities) Secured Party shall have been provided with evidence that the Pledged Securities have been otherwise delivered to Secured Party in accordance with Section 8.301 of the Code, all in form and substance satisfactory to Secured Party. Notwithstanding the preceding sentence, at the Secured Party’s 's discretion, all such Pledged Securities must be delivered or transferred in such manner as to permit the Secured Party to be a “protected purchaser” meet the requirements of Section 8.303(a)(3) of the Code to the extent of its security interest as provided in Section 8-303 of the New York UCC (if the Secured Party otherwise qualifies as a protected purchaser)interest. During the continuance of an Event of Default, the Secured Party shall have the right, at any time in its discretion and without noticenotice to Pledgor, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights specified in Section 4.02. In addition, during the continuance of an Event of Default, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.. Exhibit D-3-3

Transfer of Collateral. All certificates and or instruments representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Secured Party or a Person designated by the Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps or (in the case of either certificated or uncertificated securities) Secured Party shall have been provided with (a) evidence that entries have been made on the books of a clearing corporation to effect the pledge of the Pledged Securities to Secured Party, as provided in, and in accordance with, Section 8-321 of the Code, or (b) evidence that a financial intermediary has identified the Pledged Securities as having been pledged to Secured Party, as provided in, and in accordance with, Section 8-313(1)(d) of the Code, or (c) evidence that the Pledged Securities have been otherwise transferred to Secured Party in accordance with Section 8-313(1) of the Code, all in form and substance satisfactory to Secured Party. Notwithstanding After the preceding sentence, at the Secured Party’s discretion, all such Pledged Securities must be delivered or transferred in such manner as to permit the Secured Party to be a “protected purchaser” to the extent of its security interest as provided in Section 8-303 of the New York UCC (if the Secured Party otherwise qualifies as a protected purchaser). During the occurrence and continuance of an Event of Default, the Secured Party shall have the right, at any time in its discretion and without noticenotice to Pledgor, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Securities. In addition, during subject only to the continuance of an Event of Defaultrevocable rights specified in Section 6.6, the Secured Party shall have the right at any time and to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

Transfer of Collateral. All certificates and or instruments representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Secured Party or a Person designated by the Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the Secured Party. Notwithstanding the preceding sentence, at the Secured Party’s 's discretion, all such Pledged Securities must be delivered or transferred in such manner as to permit the Secured Party to be a “"protected purchaser” " to the extent of its security interest as provided in Section 8-303 8.303 of the New York UCC Code (if the Secured Party otherwise qualifies as a protected purchaser). During the continuance of an Event of Default, the Secured Party shall have the right, at any time in its discretion and without noticenotice to Pledgor, to transfer to or to register in the name of the Secured Party or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights specified in Section 6.06. In addition, during the continuance of an Event of Default, the Secured Party shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.