LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY MAY
REASONABLY REQUEST TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
(C)
UPON PRESENTATION OF THIS NOTE FOR REGISTRATION OF TRANSFER AT
THE OFFICE OF GROUP SPECIFIED HEREIN ACCOMPANIED BY (I) CERTIFICATION BY THE
TRANSFEROR THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE TERMS HEREOF AND (II) BY
A WRITTEN INSTRUMENT OF TRANSFER IN FORM APPROVED BY THE COMPANY, IN ITS
REASONABLE DISCRETION, EXECUTED BY THE REGISTERED HOLDER, IN PERSON OR BY SUCH
HOLDER'S ATTORNEY THEREUNTO DULY AUTHORIZED IN WRITING, AND INCLUDING THE NAME,
ADDRESS AND TELEPHONE AND FAX NUMBERS OF THE TRANSFEREE AND NAME OF THE CONTACT
PERSON OF THE TRANSFEREE, SUCH NOTE SHALL BE TRANSFERRED ON THE NOTE REGISTER,
AND A NEW NOTE OF LIKE TENOR AND BEARING THE SAME LEGENDS SHALL BE ISSUED IN THE
NAME OF THE TRANSFEREE AND SENT TO THE TRANSFEREE AT THE ADDRESS AND C/O THE
CONTACT PERSON SO INDICATED. TRANSFERS AND EXCHANGES OF NOTES SHALL BE SUBJECT
TO SUCH RESTRICTIONS AS ARE SET FORTH IN THE LEGENDS ON THE NOTES AND TO SUCH
REASONABLE REGULATIONS AS MAY BE PRESCRIBED BY THE COMPANY AS SPECIFIED IN
SECTION 17(B) HEREOF. SUCCESSIVE REGISTRATIONS OF TRANSFERS AS AFORESAID MAY BE
MADE FROM TIME TO TIME AS DESIRED, AND EACH SUCH REGISTRATION SHALL BE NOTED ON
THE NOTE REGISTER.
(D)
UPON RECEIPT BY THE COMPANY OF EVIDENCE REASONABLY SATISFACTORY
TO IT OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF THIS NOTE, AND IN THE
CASE OF LOSS, THEFT OR DESTRUCTION, RECEIPT OF INDEMNITY OR SECURITY REASONABLY
SATISFACTORY TO THE COMPANY, AND UPON REIMBURSEMENT TO THE COMPANY OF ALL
REASONABLE EXPENSES INCIDENTAL THERETO, AND UPON SURRENDER AND CANCELLATION OF
SUCH NOTE, IF MUTILATED, THE COMPANY WILL DELIVER A NEW NOTE OF LIKE TENOR AND
DATED AS OF SUCH
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CANCELLATION, IN LIEU OF SUCH NOTE.
(E)
EACH OF GROUP AND OPERATING IS ACCEPTING JOINT AND SEVERAL
LIABILITY UNDER THIS NOTE IN CONSIDERATION OF THE FINANCIAL ACCOMMODATION TO BE
PROVIDED BY THE HOLDERS UNDER THIS NOTE, FOR THE MUTUAL BENEFIT, DIRECTLY AND
INDIRECTLY, OF EACH OF GROUP AND OPERATING AND IN CONSIDERATION OF THE
UNDERTAKINGS OF GROUP AND OPERATING TO ACCEPT JOINT AND SEVERAL LIABILITY FOR
THE OBLIGATIONS OF EACH OF THEM.
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