ISSUED
UPON CONVERSION OF THE SECURITIES SHALL BEAR THE RESTRICTED SECURITIES LEGEND
BORNE BY SUCH SECURITIES, TO THE EXTENT REQUIRED BY THIS INDENTURE, UNLESS SUCH
SHARES OF COMMON STOCK HAVE BEEN SOLD PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND THAT CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER) OR SOLD PURSUANT TO RULE 144(K) OF THE
SECURITIES ACT, OR UNLESS OTHERWISE AGREED BY THE COMPANY IN WRITING WITH
WRITTEN NOTICE THEREOF TO THE TRANSFER AGENT FOR THE COMMON STOCK.
WITH RESPECT
TO THE TRANSFER OF SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THE
SECURITIES THAT ARE RESTRICTED HEREUNDER, ANY DELIVERIES OF CERTIFICATES, LEGAL
OPINIONS OR OTHER INSTRUMENTS THAT WOULD BE REQUIRED TO BE MADE TO THE SECURITY
REGISTRAR IN THE CASE OF A TRANSFER OF SECURITIES, AS DESCRIBED ABOVE, SHALL
INSTEAD BE MADE TO THE TRANSFER AGENT FOR THE COMMON STOCK.
(5)
NEITHER THE TRUSTEE, THE PAYING AGENT NOR ANY OF THEIR AGENTS SHALL
(I) HAVE ANY DUTY TO MONITOR COMPLIANCE WITH OR WITH RESPECT TO ANY FEDERAL OR
STATE OR OTHER SECURITIES OR TAX LAWS OR (II) HAVE ANY DUTY TO OBTAIN
DOCUMENTATION ON ANY TRANSFERS OR EXCHANGES OTHER THAN AS SPECIFICALLY REQUIRED
HEREUNDER.
Section 3.6
Mutilated, Destroyed, Lost or Stolen Securities.
If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.
If there be delivered to the Company and to the Trustee:
(1)
EVIDENCE TO THEIR SATISFACTION OF THE DESTRUCTION, LOSS OR THEFT OF
ANY SECURITY, AND
(2)
SUCH SECURITY OR INDEMNITY AS MAY BE SATISFACTORY TO THE COMPANY AND
THE TRUSTEE TO SAVE EACH OF THEM AND ANY AGENT OF EITHER OF THEM HARMLESS, THEN,
IN THE ABSENCE OF ACTUAL NOTICE TO THE COMPANY OR THE TRUSTEE THAT SUCH SECURITY
HAS BEEN ACQUIRED BY A BONA FIDE PURCHASER, THE COMPANY SHALL EXECUTE AND THE
TRUSTEE SHALL AUTHENTICATE AND DELIVER, IN LIEU OF ANY SUCH DESTROYED, LOST OR
STOLEN SECURITY, A NEW SECURITY OF LIKE TENOR AND PRINCIPAL AMOUNT AND BEARING A
NUMBER NOT CONTEMPORANEOUSLY OUTSTANDING.
In case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion, but subject to
any conversion rights, may, instead of issuing a new Security, pay such
Security, upon satisfaction of the conditions set forth in the preceding
paragraph.
46
Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto (other than any stamp and other
duties, if any, which may be imposed in connection therewith by the United
States or any political subdivision thereof or therein, which shall be paid by
the Company) and any other expenses (including the fees and expenses