Common use of Registration, Registration of Transfers and Exchanges Clause in Contracts

Registration, Registration of Transfers and Exchanges. The Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Warrants as provided herein. Each person designated by the Company from time to time as a Person authorized to register the transfer and exchange of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRAR." The Company hereby initially appoints itself as Warrant Registrar. Upon written notice to the Holders and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. The Company will at all times designate one Person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "WARRANT REGISTER"). The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by the Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company with a request to register the transfer of the Warrants or exchange Warrants for an equal number of Warrants of other authorized denominations, the Company shall register the transfer or make the exchange as requested if the requirements under this Warrant Agreement as set forth herein for such transactions are met; PROVIDED, HOWEVER, that the Warrants presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Company, duly executed by the holder thereof or by his attorney, duly authorized in writing. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange.

Registration, Registration of Transfers and Exchanges. The Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Warrants as provided herein. Each person designated by the Company from time to time as a Person authorized to register the transfer and exchange of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRARWarrant Registrar." The Company hereby initially appoints itself the Warrant Agent as Warrant Registrar. Upon written notice to the Holders Warrant Agent and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. The Company will at all times designate one Person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "WARRANT REGISTERWarrant Register"). The Company Warrant Agent will act as such repository unless and until some other Person is, by written notice from the Company to the Holders Warrant Agent and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by the Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company Warrant Agent with a request to register the transfer of the Warrants or exchange Warrants for an equal number of Warrants of other authorized denominations, the Company Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Warrant Agreement as set forth herein for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Warrants presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the CompanyCompany and the Warrant Agent, duly executed by the holder thereof or by his attorney, duly authorized in writing. Furthermore, any Holder of a Global Warrant shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the Holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in the Warrant shall be required to be reflected in a book entry. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange.

Registration, Registration of Transfers and Exchanges. The Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Warrants and Warrant Shares as provided herein. in this Article I. Each person designated by the Company from time to time as a Person person authorized to register the transfer and exchange of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRAR." Registrar". --------- The Company hereby initially appoints the Warrant Agent as Registrar. Each person designated by the Company from time to time as a person authorized to register the transfer and exchange of the Warrant Shares is hereinafter called, individually and collectively, the "Transfer Agent". The Company hereby -------------- initially appoints itself as Warrant RegistrarTransfer Agent. Upon written notice to the Holders Warrant Agent and any acting Warrant Registrar, the Company may appoint a successor Registrar for such purposes. Upon written notice to the Warrant Registrar Agent, the Company may appoint a successor Transfer Agent for such purposes. The Company will at all times designate one Person person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "WARRANT REGISTERWarrant Register")) and ---------------- Warrant Shares. The Company Warrant Agent will act as such repository with respect to the Warrants unless and until some other Person person is, by written notice from the Company to the Holders Warrant Agent and the Warrant Registrar, designated by the Company to act as such. In the event The Company will act as such repository with respect to the Warrant Shares unless and until some other person is designated by the Company to act as such. The Company will provide notice to the Warrant Agent and Registrar is not the repository, the of any such designation. The Company shall cause the Warrant each Registrar to furnish to such repositoryrepository with respect to the Warrants, on a current basis, such information as to all registrations of transfer and exchanges effected by the Warrant such Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented The Company shall cause each Transfer Agent to furnish to the Company with Warrant Agent, on a current basis and immediately upon the request of the Warrant Agent, such information as to register all registrations of transfer and exchanges effected by such Transfer Agent, as may be necessary or desirable to enable the Warrant Agent to perform its functions under Section 4.04 hereof. Upon due presentation for registration of transfer of any Warrant Certificate at any such office or agency to be maintained for the Warrants purpose as provided in Section 1.09, the Company shall execute and the Warrant Agent shall countersign and deliver (or exchange Warrants cause to be delivered) in the name of the transferee or transferees a new Warrant Certificate or Warrant Certificates for an equal a like aggregate number of Warrants of bearing numbers or other distinguishing symbols not contemporaneously outstanding. Any Warrant Certificate or Warrant Certificates may be exchanged for a Warrant Certificate or Warrant Certificates in other authorized denominations, representing in the aggregate a like number of Warrants. A Warrant Certificate or Warrant Certificates to be so exchanged shall be surrendered at any office or agency to be maintained by the Company for the purpose as provided in Section 1.09, and the Company shall register execute and the transfer Warrant Agent shall countersign and deliver (or make cause to be delivered) in exchange therefor the exchange Warrant Certificate or Warrant Certificates bearing numbers or other distinguishing symbols not contemporaneously outstanding. The Company, the Warrant Agent, the Registrar and any agent of the Company, the Warrant Agent or the Registrar may deem and treat the person in whose name any Warrant Certificate shall be registered in the Warrant Register as requested if the requirements under this absolute owner of such Warrant Agreement as set forth herein Certificate (notwithstanding any notation of ownership or other writing thereon) for such transactions are metthe purpose of any exercise thereof or any distribution to the holder thereof and for all other purposes; PROVIDEDand neither the Company nor the Warrant Agent nor the Registrar nor any agent of the Company, HOWEVER, that the Warrant Agent or the Registrar shall be affected by any notice to the contrary. All Warrants presented or surrendered for registration of transfer or exchange shall be duly endorsed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of transfer, such signature shall be guaranteed by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (each an "Eligible Guarantor ------------ ------------------ Institution"), and shall be accompanied by a written instruction instrument or instruments ----------- of transfer exchange or transfer, in form satisfactory to the Company, duly executed the Warrant Agent, the Trustee and the Registrar. Until the earlier to occur of (i) the consummation of a Public Equity Offering resulting in gross proceeds to the Company of at least $35.0 million and (ii) March 1, 2002, each Holder of Warrants or Warrant Shares shall, by acceptance of such Warrants or Warrant Shares, agree that transfers of beneficial interests in such Warrants or Warrant Shares may be effected only on the books and records maintained by the holder thereof or by his attorneyTransfer Agent, duly authorized in writing. All Warrants issued upon any registration of transfer or exchange and that ownership of Warrants or Warrant Shares shall be required to be reflected in the valid books and records of the Transfer Agent. Upon issuance by the Company, the Warrant Shares shall be appropriately legended to reflect such obligations upon transfer as well as the repurchase obligations of the Company, evidencing Company and the same obligations, co-sale and entitled to the same benefits under this Agreement, as the Warrants surrendered upon co-investment rights of such registration of transfer or exchangeholders.

Registration, Registration of Transfers and Exchanges. The Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Warrants as provided herein. Each person designated by the Company from time to time as a Person authorized to register the 5 5 transfer and exchange of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRARWarrant Registrar." The Company hereby initially appoints itself as Warrant Registrar. Upon written notice to the Holders and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. The Company will at all times designate one Person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "WARRANT REGISTERWarrant Register"). The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by the Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company with a request to register the transfer of the Warrants or exchange Warrants for an equal number of Warrants of other authorized denominations, the Company shall register the transfer or make the exchange as requested if the requirements under this Warrant Agreement as set forth herein for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Warrants presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Company, duly executed by the holder thereof or by his attorney, duly authorized in writing. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange.

Registration, Registration of Transfers and Exchanges. The Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Warrants as provided herein. Each person designated by the Company from time to time as a Person authorized to register the transfer and exchange of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRARWarrant Registrar." The Company hereby initially appoints itself as Warrant Registrar. Upon written notice to the Holders and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. The Company will at all times designate one Person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "WARRANT REGISTERWarrant Register"). The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by the Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company with a request to register the transfer of the Warrants or exchange Warrants for an equal number of Warrants of other authorized denominations, the Company shall register the transfer or make the exchange as requested if the requirements under this Warrant Agreement as set forth herein for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Warrants presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Company, duly executed by the holder thereof or by his attorney, duly authorized in writing. All Warrants issued upon any registration of transfer or exchange of Warrants 6 shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange.

Registration, Registration of Transfers and Exchanges. The Company will keep, shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company for such purpose, in accordance with Section 9.2 in a Place of Payment a register or registers (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, of Securities and the registration of transfers of Securities. The Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee is hereby appointed "Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer and exchange of, Warrants as provided herein. Each person designated by of any Security of any series at the Company from time office or agency maintained pursuant to time as Section 9.2 in a Person authorized to register the transfer and exchange Place of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRAR." The Company hereby initially appoints itself as Warrant Registrar. Upon written notice to the Holders and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar Payment for such purposes. The Company will at all times designate one Person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "WARRANT REGISTER"). The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repositorythat series, the Company shall cause execute, and the Warrant Registrar to furnish to such repositoryTrustee shall authenticate and deliver, on in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a current basislike aggregate principal amount and tenor. At the option of the Holder, such information as to all registrations Securities of transfer and exchanges effected by the Warrant Registrar, as any series may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company with a request to register the transfer exchanged for other Securities of the Warrants same series, of any authorized denominations and of like aggregate principal amount containing identical terms and provisions, upon surrender of the Securities to be exchanged at such office or exchange Warrants agency. Whenever any Securities are surrendered for an equal number of Warrants of other authorized denominationsexchange, the Company shall register execute, and the transfer or make Trustee shall authenticate and deliver, the Securities that the Holder making the exchange as requested if the requirements under this Warrant Agreement as set forth herein for such transactions are met; PROVIDED, HOWEVER, that the Warrants presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory is entitled to the Company, duly executed by the holder thereof or by his attorney, duly authorized in writingreceive. All Warrants Securities issued upon any registration of transfer or upon any exchange of Warrants Securities shall be the valid obligations of the Company, evidencing the same obligations, debt and entitled to the same benefits under this Agreement, Indenture as the Warrants Securities surrendered upon such registration of such transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to those of the Company, the Registrar and the Trustee requiring such written instrument of transfer duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or for any exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration, transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 3.6 or 10.7 not involving any transfer. The Company shall not be required to (i) issue, register the transfer of, or exchange any Securities for a period beginning at the opening of business 15 days before any selection for redemption of Securities of like tenor and of the series of which such Security is a part and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities of like tenor and of such series to be redeemed or (ii) register the transfer of or exchange of any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part. Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

Registration, Registration of Transfers and Exchanges. The Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Warrants as provided herein. Each person designated by the Company from time to time as a Person authorized to register the transfer and exchange of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRARWarrant Registrar." The Company hereby initially appoints itself the Warrant Agent as Warrant Registrar. Upon written notice to the Holders Warrant Agent and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. The Company will at all times designate one Person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "WARRANT REGISTERWarrant Register"). The Company Warrant Agent will act as such repository unless and until some other Person is, by written notice from the Company to the Holders Warrant Agent and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by the Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company Warrant Agent with a request to register the transfer of the Warrants or exchange Warrants for an equal number of Warrants of other authorized denominations, the Company Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Warrant Agreement as set forth herein for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Warrants presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the CompanyCompany and the Warrant Agent, duly executed by the holder thereof or by his attorney, duly authorized in writing. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange.

Registration, Registration of Transfers and Exchanges. The Company will keep, shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company for such purpose, in accordance with Section 9.2 in a Place of Payment a register or registers (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, of Securities and the registration of transfers of Securities. The Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee is hereby appointed "Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer and exchange of, Warrants as provided herein. Each person designated by of any Security of any series at the Company from time office or agency maintained pursuant to time as Section 9.2 in a Person authorized to register the transfer and exchange Place of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRAR." The Company hereby initially appoints itself as Warrant Registrar. Upon written notice to the Holders and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar Payment for such purposes. The Company will at all times designate one Person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "WARRANT REGISTER"). The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repositorythat series, the Company shall cause execute, and the Warrant Registrar to furnish to such repositoryTrustee shall authenticate and deliver, on in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a current basislike aggregate principal amount and tenor. At the option of the Holder, such information as to all registrations Securities of transfer and exchanges effected by the Warrant Registrar, as any series may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company with a request to register the transfer exchanged for other Securities of the Warrants same series, of any authorized denominations and of like aggregate principal amount containing identical terms and provisions, upon surrender of the Securities to be exchanged at such office or exchange Warrants agency. Whenever any Securities are so surrendered for an equal number of Warrants of other authorized denominationsexchange, the Company shall register execute, and the transfer or make Trustee shall authenticate and deliver, the Securities that the Holder making the exchange as requested if is entitled to receive. Whenever any Securities are surrendered for exchange, the requirements under this Warrant Agreement as set forth herein for such transactions are met; PROVIDEDCompany shall execute, HOWEVERand the Trustee shall authenticate and deliver, the Securities that the Warrants presented or surrendered for registration of transfer or Holder making the exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory is entitled to the Company, duly executed by the holder thereof or by his attorney, duly authorized in writingreceive. All Warrants Securities issued upon any registration of transfer or upon any exchange of Warrants Securities shall be the valid obligations of the Company, evidencing the same obligations, debt and entitled to the same benefits under this Agreement, Indenture as the Warrants Securities surrendered upon such registration of such transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to those of the Company, the Registrar and the Trustee requiring such written instrument of transfer duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or for any exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration, transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 3.6 or 10.7 not involving any transfer. The Company shall not be required to (i) issue, register the transfer of, or exchange any Securities for a period beginning at the opening of business 15 days before any selection for redemption of Securities of like tenor and of the series of which such Security is a part and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities of like tenor and of such series to be redeemed or (ii) register the transfer of or exchange of any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part. Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

Registration, Registration of Transfers and Exchanges. The Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Warrants as provided herein. Each person designated by the Company from time to time as a Person authorized to register the transfer and exchange of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRARWarrant Registrar." The Company hereby initially appoints itself the Warrant Agent as Warrant Registrar. Upon prior written notice to the Holders Warrant Agent and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. The Company will at all times designate one Person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "WARRANT REGISTERWarrant Register"). The Company Warrant Agent will act as such repository unless and until some other Person is, by written prior notice from the Company to the Holders Warrant Agent and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by the Warrant Registrar, Registrar as may be necessary to enable such repository such, repository, to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company Warrant Agent with a request to register the transfer of the Warrants or exchange Warrants for an equal number of Warrants of other authorized denominations, the Company Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Warrant Agreement as set forth herein for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Warrants presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the CompanyCompany and the Warrant Agent, duly executed by the holder thereof or by his attorney, duly authorized in writing. Furthermore, any Holder of a Global Warrant shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the Holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in the Warrant shall be required to be reflected in a book entry. All Warrants issued upon any registration of of, transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange.

Registration, Registration of Transfers and Exchanges. The Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Warrants as provided herein. Each person designated by the Company from time to time as a Person authorized to register the transfer and exchange of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRARWarrant Registrar." The Company hereby initially appoints itself as Warrant Registrar. Upon written notice to the Holders and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. The Company will at all times designate one Person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders of Warrants (the "WARRANT REGISTERWarrant Register"). The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and 8 5 exchanges effected by the Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company with a request to register the transfer of the Warrants or exchange Warrants for an equal number of Warrants of other authorized denominations, the Company shall register the transfer or make the exchange as requested if the requirements under this Warrant Agreement as set forth herein for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the Warrants presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Company, duly executed by the holder thereof or by his attorney, duly authorized in writing. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange.

Registration, Registration of Transfers and Exchanges. The ----------------------------------------------------- Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Warrants as provided herein. Each person designated by the Company from time to time as a Person authorized to register the transfer and exchange of the Warrants is hereinafter called, individually and collectively, the "WARRANT REGISTRARWarrant Registrar." The Company hereby ----------------- initially appoints itself the Warrant Agent as Warrant Registrar. Upon written notice to the Holders Warrant Agent and any acting Warrant Registrar, the Company may appoint a successor Warrant Registrar for such purposes. The Company will at all times designate one Person (who may be the Company and who need not be a Warrant Registrar) to act as repository of a master list of names and addresses of the holders Holders of Warrants (the "WARRANT REGISTERWarrant ------- Register"). The Company Warrant Agent will act as such repository unless and until some -------- other Person is, by written notice from the Company to the Holders Warrant Agent and the Warrant Registrar, designated by the Company to act as such. In the event the Warrant Registrar is not the repository, the Company shall cause the Warrant Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by the Warrant Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable. When Warrants are presented to the Company Warrant Agent with a request to register the transfer of the Warrants or exchange Warrants for an equal number of Warrants of other authorized denominations, the Company Warrant Agent shall register the transfer or make the exchange as requested if the requirements under this Warrant Agreement as set forth herein for such transactions are met; PROVIDEDprovided, HOWEVERhowever, that the -------- ------- Warrants presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the CompanyCompany and the Warrant Agent, duly executed by the holder Holder thereof or by his attorney, duly authorized in writing. Furthermore, any Holder of a Global Warrant shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the Holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in the Warrant shall be required to be reflected in a book entry. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange.