ACT OR ANY STATE SECURITIES LAWS OR TO COMPLY WITH
THE TERMS AND CONDITIONS OF ANY EXEMPTION THEREUNDER.
(F)
LEGENDS. THE NOTE SHARES SHALL BEAR THE FOLLOWING LEGEND:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
MAY NOT BE OFFERED, SOLD ,PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES, WHICH COUNSEL
AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR APPLICABLE STATE SECURITIES LAWS.
(G)
THIS AMENDMENT HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED AND
DELIVERED BY PURCHASER AND IS THE VALID AND BINDING AGREEMENT OF PURCHASER
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY, MORATORIUM, LIQUIDATION, OR SIMILAR LAWS
RELATING TO, OR AFFECTING, GENERALLY THE ENFORCEMENT OF CREDITORS' RIGHTS AND
REMEDIES OR BY OTHER EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
3.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
The Company understands, agrees with, and represents and warrants to Purchaser
that:
(A)
ORGANIZATION AND QUALIFICATION. THE COMPANY AND ITS SUBSIDIARIES
ARE DULY ORGANIZED AND EXISTING IN GOOD STANDING UNDER THE LAWS OF THE
RESPECTIVE JURISDICTIONS IN WHICH THEY ARE INCORPORATED AND HAVE THE REQUISITE
CORPORATE POWER TO OWN THEIR PROPERTIES AND TO CARRY ON THEIR BUSINESS AS NOW
BEING CONDUCTED. EACH OF THE COMPANY AND ITS SUBSIDIARIES IS DULY QUALIFIED AS A
FOREIGN CORPORATION TO DO BUSINESS AND IS IN GOOD STANDING IN EVERY JURISDICTION
IN WHICH THE NATURE OF THE BUSINESS CONDUCTED BY IT MAKES SUCH QUALIFICATION
NECESSARY AND WHERE THE FAILURE SO TO QUALIFY WOULD HAVE A MATERIAL ADVERSE
EFFECT. "MATERIAL ADVERSE EFFECT" AS USED HEREIN MEANS ANY MATERIAL ADVERSE
EFFECT ON THE OPERATIONS, PROPERTIES OR FINANCIAL CONDITION OF THE COMPANY AND
ITS SUBSIDIARIES TAKEN AS A WHOLE.
(B)
AUTHORIZATION; ENFORCEMENT. (I) THE COMPANY HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AMENDMENT AND THE
REPLACEMENT NOTES IN ACCORDANCE WITH THE TERMS HEREOF, (II) THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AMENDMENT, AND THE REPLACEMENT NOTES (THE
"TRANSACTION DOCUMENTS") BY THE COMPANY AND THE CONSUMMATION BY IT OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN DULY
3
AUTHORIZED BY THE COMPANY'S BOARD OF DIRECTORS AND NO FURTHER CONSENT OR
AUTHORIZATION OF THE COMPANY, ITS BOARD OF DIRECTORS, OR ITS SHAREHOLDERS IS
REQUIRED, (III) THE TRANSACTION DOCUMENTS HAVE BEEN DULY AND VALIDLY AUTHORIZED,
EXECUTED AND DELIVERED BY THE COMPANY, AND (IV) THE TRANSACTION DOCUMENTS
CONSTITUTE THE VALID AND BINDING OBLIGATIONS OF THE COMPANY ENFORCEABLE AGAINST
THE COMPANY IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, LIQUIDATION OR SIMILAR LAWS RELATING TO, OR