TRANSACTIONS RELATED HERETO OR THERETO.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS NOTE IS INVALID OR
UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH PROVISION
SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT THEREWITH AND
SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE OR RULE OF LAW.
ANY SUCH
PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW SHALL NOT
AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS NOTE.
MAXIMUM PAYMENTS.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO ESTABLISH OR
REQUIRE THE PAYMENT OF A RATE OF INTEREST OR OTHER CHARGES IN EXCESS OF THE
MAXIMUM PERMITTED BY APPLICABLE LAW.
IN THE EVENT THAT THE RATE OF INTEREST
REQUIRED TO BE PAID OR OTHER CHARGES HEREUNDER EXCEED THE MAXIMUM RATE PERMITTED
BY SUCH LAW, ANY PAYMENTS IN EXCESS OF SUCH MAXIMUM RATE SHALL BE CREDITED
AGAINST AMOUNTS OWED BY THE COMPANY TO THE HOLDER AND THUS REFUNDED TO THE
COMPANY.
SECURITY INTEREST.
THE AGENT, FOR THE RATABLE BENEFIT OF THE CREDITOR PARTIES,
HAS BEEN GRANTED A SECURITY INTEREST IN CERTAIN ASSETS OF THE COMPANY AS MORE
FULLY DESCRIBED IN THE MASTER SECURITY AGREEMENT AND THE OTHER RELATED
AGREEMENTS.
CONSTRUCTION; COUNTERPARTS.
EACH PARTY ACKNOWLEDGES THAT ITS LEGAL COUNSEL
PARTICIPATED IN THE PREPARATION OF THIS NOTE AND, THEREFORE, STIPULATES THAT THE
RULE OF CONSTRUCTION THAT AMBIGUITIES ARE
6
TO BE RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT BE APPLIED IN THE
INTERPRETATION OF THIS NOTE TO FAVOR ANY PARTY AGAINST THE OTHER.
THIS NOTE MAY
BE EXECUTED BY THE PARTIES HERETO IN ONE OR MORE COUNTERPARTS, EACH OF WHICH
SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
ANY SIGNATURE DELIVERED BY A PARTY BY
FACSIMILE OR ELECTRONIC TRANSMISSION SHALL BE DEEMED TO BE AN ORIGINAL SIGNATURE
HERETO.
REGISTERED OBLIGATION.
THIS NOTE SHALL BE REGISTERED (AND SUCH REGISTRATION
SHALL THEREAFTER BE MAINTAINED) AS SET FORTH IN SECTION 11.4(B) OF THE PURCHASE
AGREEMENT.
NOTWITHSTANDING ANY DOCUMENT, INSTRUMENT OR AGREEMENT RELATING TO
THIS NOTE TO THE CONTRARY, TRANSFER OF THIS NOTE (OR THE RIGHT TO ANY PAYMENTS
OF PRINCIPAL OR STATED INTEREST THEREUNDER) MAY ONLY BE EFFECTED BY
(I) SURRENDER OF THIS NOTE AND EITHER THE REISSUANCE BY THE COMPANY OF THIS NOTE
TO THE NEW HOLDER OR THE ISSUANCE BY THE COMPANY OF A NEW INSTRUMENT TO THE NEW
HOLDER OR (II) REGISTRATION OF SUCH HOLDER AS AN ASSIGNEE IN ACCORDANCE WITH
SECTION 11.4(B) OF THE PURCHASE AGREEMENT.
EXTENSION OF MATURITY DATE.
ON THE INITIAL MATURITY DATE, THE MATURITY DATE
SHALL BE EXTENDED TO JULY 31, 2010 UPON THE DETERMINATION BY THE HOLDER, IN ITS
SOLE DISCRETION, THAT THE FOLLOWING CONDITIONS HAVE BEEN SATISFIED:
(A) NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, (B) THE SHAREHOLDERS OF THE
COMPANY HAVE APPROVED AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK OF THE COMPANY SUFFICIENT TO ISSUE 146,143,792 ADDITIONAL SHARES OF COMMON
STOCK, (C) THE COMPANY HAS