of the Holders shall constitute
a sufficient notification for every purpose hereunder.
The Holders shall be entitled to rely and act upon any notices purportedly given
by Group and/or Operating.
SECTION 17.
MISCELLANEOUS.
(A)
GROUP SHALL KEEP A REGISTER OF THE NOTES AND OF THEIR TRANSFER,
EXCHANGE OR CONVERSION. THE TRANSFER OF THIS NOTE IS REGISTRABLE ON THE REGISTER
MAINTAINED BY THE COMPANY UPON SURRENDER OF THIS NOTE FOR REGISTRATION OF
TRANSFER AT THE OFFICE OF THE COMPANY SPECIFIED IN SECTION 16, DULY ENDORSED BY,
OR ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER IN FORM SATISFACTORY TO THE
COMPANY DULY EXECUTED BY, THE HOLDER HEREOF OF SUCH HOLDER'S ATTORNEY DULY
AUTHORIZED IN WRITING, AND THEREUPON ONE OR MORE NEW NOTES, OF AUTHORIZED
DENOMINATIONS AND FOR THE SAME AGGREGATE PRINCIPAL AMOUNT, WILL BE ISSUED TO THE
DESIGNATED TRANSFEREE OR TRANSFEREES. SUCH NOTES ARE ISSUABLE ONLY IN REGISTERED
FORM WITHOUT COUPONS IN DENOMINATIONS OF $2,000,000
21
(OR ANY INTEGRAL MULTIPLE OF $100,000 IN EXCESS THEREOF). NO SERVICE CHARGE
SHALL BE MADE FOR ANY SUCH REGISTRATION OF TRANSFER, EXCHANGE OR CONVERSION, BUT
THE COMPANY MAY REQUIRE PAYMENT OF A SUM SUFFICIENT TO RECOVER ANY TAX OR OTHER
GOVERNMENTAL CHARGE PAYABLE IN CONNECTION THEREWITH. PRIOR TO DUE PRESENTATION
OF THIS NOTE FOR REGISTRATION OF TRANSFER, THE COMPANY AND ANY AGENT OF THE
COMPANY MAY TREAT THE PERSON IN WHOSE NAME THIS NOTE IS REGISTERED AS THE OWNER
THEREOF FOR ALL PURPOSES, WHETHER OR NOT THIS NOTE MAY BE OVERDUE, AND NEITHER
THE COMPANY NOR ANY SUCH AGENT SHALL BE AFFECTED BY NOTICE TO THE CONTRARY.
(B)
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR THE COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR NOT SUBJECT TO, REGISTRATION
UNDER THE SECURITIES ACT. THE HOLDER BY ITS ACCEPTANCE OF THIS NOTE OR THE
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE AGREES THAT IT SHALL NOT
OFFER, SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF THIS
NOTE OR ANY PORTION HEREOF OR INTEREST HEREIN OTHER THAT IN A MINIMUM
DENOMINATION OF $2,000,000 PRINCIPAL AMOUNT (OR ANY INTEGRAL MULTIPLE OF
$100,000 IN EXCESS THEREOF) AND THEN (OTHER THAN WITH RESPECT TO A TRANSFER
PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE AT THE TIME OF SUCH
TRANSFER) ONLY (I) TO THE COMPANY, (II) TO A PERSON IT REASONABLY BELIEVES TO BE
AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A) UNDER
THE SECURITIES ACT OR A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), OR (III) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN THE CASE OF CLAUSES
(II)-(III) ABOVE IN WHICH THE TRANSFEROR FURNISHES THE COMPANY WITH SUCH
CERTIFICATIONS,