THIS PURPOSE ONLY AS
AGENT OF THE COMPANY, (I) A COPY OF EACH ASSIGNMENT AGREEMENT DELIVERED TO IT
AND (II) A BOOK ENTRY SYSTEM, WITHIN THE MEANING OF U.S. TREASURY REGULATION
SECTIONS 15F.103-1(C) AND 1.871-14(C) (THE "REGISTER"), IN WHICH IT WILL
REGISTER THE NAME AND ADDRESS OF EACH PURCHASE AND THE NAME AND ADDRESS OF EACH
ASSIGNEE OF EACH PURCHASER UNDER THIS AGREEMENT, AND THE PRINCIPAL AMOUNT OF,
AND STATED INTEREST ON, THE NOTES OWING TO EACH SUCH PURCHASER AND ASSIGNEE
PURSUANT TO THE TERMS HEREOF AND EACH ASSIGNMENT AGREEMENT.
THE RIGHT, TITLE
AND INTEREST OF THE PURCHASERS AND THEIR ASSIGNEES IN AND TO SUCH NOTES SHALL BE
TRANSFERABLE ONLY UPON NOTATION OF SUCH TRANSFER IN THE REGISTER, AND NO
ASSIGNMENT THEREOF SHALL BE
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EFFECTIVE UNTIL RECORDED THEREIN.
THE COMPANY AND EACH CREDITOR PARTY SHALL
TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS A PURCHASER PURSUANT
TO THE TERMS HEREOF AS A PURCHASER AND OWNER OF AN INTEREST IN THE OBLIGATIONS
HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO THE
CONTRARY OR ANY NOTATION OF OWNERSHIP OR OTHER WRITING OR ANY NOTE.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE COMPANY OR ANY PURCHASER, AT
ANY REASONABLE TIME AND FROM TIME TO TIME, UPON REASONABLE PRIOR NOTICE.
ENTIRE AGREEMENT; MAXIMUM INTEREST.
THIS AGREEMENT, THE RELATED AGREEMENTS, THE
EXHIBITS AND SCHEDULES HERETO AND THERETO AND THE OTHER DOCUMENTS DELIVERED
PURSUANT HERETO CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING AND AGREEMENT
BETWEEN THE PARTIES WITH REGARD TO THE SUBJECTS HEREOF AND NO PARTY SHALL BE
LIABLE OR BOUND TO ANY OTHER IN ANY MANNER BY ANY REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND THEREIN.
NOTHING CONTAINED IN THIS AGREEMENT, ANY RELATED AGREEMENT OR IN ANY DOCUMENT
REFERRED TO HEREIN OR DELIVERED IN CONNECTION HEREWITH SHALL BE DEEMED TO
ESTABLISH OR REQUIRE THE PAYMENT OF A RATE OF INTEREST OR OTHER CHARGES IN
EXCESS OF THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW.
IN THE EVENT THAT THE
RATE OF INTEREST OR DIVIDENDS REQUIRED TO BE PAID OR OTHER CHARGES HEREUNDER
EXCEED THE MAXIMUM RATE PERMITTED BY SUCH LAW, ANY PAYMENTS IN EXCESS OF SUCH
MAXIMUM SHALL BE CREDITED AGAINST AMOUNTS OWED BY THE COMPANY TO THE PURCHASERS
AND THUS REFUNDED TO THE COMPANY.
AMENDMENT AND WAIVER.
THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY UPON THE WRITTEN CONSENT OF THE
COMPANY AND THE AGENT.
THE OBLIGATIONS OF THE COMPANY AND THE RIGHTS OF THE CREDITOR PARTIES UNDER THIS
AGREEMENT MAY BE WAIVED ONLY WITH THE WRITTEN CONSENT OF THE AGENT. THE
OBLIGATIONS OF THE CREDITOR PARTIES AND THE RIGHTS OF THE COMPANY UNDER THIS
AGREEMENT MAY BE WAIVED ONLY WITH THE WRITTEN CONSENT OF THE COMPANY.
DELAYS OR OMISSIONS.
IT IS AGREED THAT NO DELAY OR OMISSION TO EXERCISE ANY
RIGHT, POWER OR REMEDY ACCRUING TO ANY PARTY, UPON ANY BREACH, DEFAULT OR
NONCOMPLIANCE BY ANOTHER PARTY UNDER THIS AGREEMENT OR THE RELATED AGREEMENTS,
SHALL IMPAIR ANY SUCH RIGHT, POWER OR