THE OFFICERS LISTED IN CLAUSE (I)
OF THE DEFINITION THEREOF IN LIEU OF BEING SIGNED BY ONE OFFICER LISTED IN
CLAUSE (I) OF THE DEFINITION THEREOF AND ONE OFFICER LISTED IN CLAUSE (II) OF
THE DEFINITION THEREOF (AN "OFFICERS' CERTIFICATE"), STATING WHETHER OR NOT TO
THE KNOWLEDGE OF THE SIGNERS THEREOF, THE COMPANY IS IN DEFAULT IN THE
PERFORMANCE AND OBSERVANCE OF ANY OF THE TERMS, PROVISIONS AND CONDITIONS OF
THIS NOTE (WITHOUT REGARD TO ANY PERIOD OF GRACE OR REQUIREMENT OF NOTICE
PROVIDED HEREUNDER) AND IF THE COMPANY SHALL BE IN DEFAULT, SPECIFYING ALL SUCH
DEFAULTS AND THE NATURE AND STATUS THEREOF OF WHICH THEY MAY HAVE KNOWLEDGE.
"OFFICER" MEANS, WITH RESPECT TO THE COMPANY, (I) THE CHAIRMAN OF THE BOARD OF
DIRECTORS, ANY VICE CHAIRMAN OF THE BOARD OF DIRECTORS, THE CHIEF EXECUTIVE
OFFICER, THE PRESIDENT OR ANY VICE PRESIDENT, AND (II) THE CHIEF FINANCIAL
OFFICER, THE TREASURER OR ANY ASSISTANT TREASURER, OR THE SECRETARY OR ANY
ASSISTANT SECRETARY.
(J)
TRANSFER OF COLLATERAL. NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN, THE COMPANY MAY TRANSFER TITLE TO ALL OR ANY PART OF THE
COLLATERAL (AS DEFINED IN THE SECURITY AGREEMENT) TO ONE OR MORE DIRECT OR
INDIRECT WHOLLY-OWNED SUBSIDIARIES OF THE COMPANY (A "PERMITTED TRANSFEREE"),
PROVIDED, HOWEVER, THAT PRIOR TO ANY SUCH TRANSFER (I) SUCH PERMITTED TRANSFEREE
SHALL EXECUTE A JOINDER AGREEMENT OR GUARANTY IN FORM AND SUBSTANCE SATISFACTORY
TO THE COLLATERAL AGENT (A) AGREEING TO BE BOUND AS A CO-MAKER OR GUARANTOR
UNDER THIS NOTE AND AS A DEBTOR UNDER THE SECURITY AGREEMENT AND (B)
ACKNOWLEDGING AND CONFIRMING THE COLLATERAL AGENT'S CONTINUING SECURITY INTEREST
IN AND LIEN ON THE COLLATERAL, (II) THE COMPANY SHALL PROVIDE THE COLLATERAL
AGENT WITH WRITTEN EVIDENCE THAT ALL FEDERAL AND STATE REGULATORY APPROVALS AND
OTHER THIRD PARTY CONSENTS, IF ANY, REQUIRED FOR SUCH TRANSFER AND JOINDER OR
GUARANTY HAVE BEEN OBTAINED (THE "REQUIRED APPROVALS") AND (III) THE COLLATERAL
AGENT SHALL INDICATE IN WRITING THAT IT IS SATISFIED THAT ALL REQUIRED APPROVALS
FOR SUCH TRANSFER AND JOINDER OR GUARANTY HAVE BEEN OBTAINED; PROVIDED, FURTHER,
HOWEVER, THAT NOTWITHSTANDING ANY TRANSFER OF ANY COLLATERAL TO THE PERMITTED
TRANSFEREE, NEITHER GROUP NOR OPERATING SHALL BE RELEASED FROM ITS OBLIGATIONS
UNDER THE SECURITY AGREEMENT OR UNDER THIS NOTE.
(K)
FURTHER INSTRUMENTS AND ACTS. UPON REQUEST OF ANY HOLDER, THE
COMPANY WILL EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND DO SUCH FURTHER
ACTS AS MAY BE REASONABLY NECESSARY OR PROPER TO CARRY OUT MORE EFFECTIVELY THE
PURPOSES OF THIS NOTE.
SECTION 10.
SUCCESSOR PERSONS. WHEN A SUCCESSOR PERSON OR OTHER
ENTITY ASSUMES ALL THE OBLIGATIONS OF ITS PREDECESSOR UNDER THE NOTES, THE
PREDECESSOR PERSON WILL BE RELEASED FROM THOSE OBLIGATIONS.
SECTION 11.
WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. NEITHER GROUP
NOR OPERATING SHALL CONSOLIDATE WITH OR MERGE WITH OR INTO ANY OTHER PERSON OR
CONVEY, TRANSFER, SELL, LEASE OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL
OF ITS PROPERTIES AND ASSETS TO ANY PERSON, UNLESS:
(A)
EITHER (I) GROUP OR OPERATING, AS APPLICABLE, SHALL BE THE
CONTINUING CORPORATION OR