THIS NOTE, INCLUDING BORROWERS AND ANY SURETIES,
ENDORSERS, OR GUARANTORS, HEREBY WAIVE PROTEST, PRESENTMENT, NOTICE OF DISHONOR,
AND NOTICE OF ACCELERATION OF MATURITY AND AGREE TO CONTINUE TO REMAIN BOUND FOR
THE PAYMENT OF PRINCIPAL, INTEREST AND ALL OTHER SUMS DUE UNDER THIS NOTE
NOTWITHSTANDING ANY CHANGE
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OR CHANGES BY WAY OF RELEASE, SURRENDER, EXCHANGE, MODIFICATION OR SUBSTITUTION
OF ANY SECURITY FOR THIS NOTE OR BY WAY OF ANY EXTENSION OR EXTENSIONS OF TIME
FOR THE PAYMENT OF PRINCIPAL AND INTEREST; AND ALL SUCH PARTIES WAIVE ALL AND
EVERY KIND OF NOTICE OF SUCH CHANGE OR CHANGES AND AGREE THAT THE SAME MAY BE
WITHOUT NOTICE OR CONSENT OF ANY OF THEM.
SECTION 6.
ENFORCEMENT.
THE HOLDER MAY ENFORCE THIS NOTE AS DESCRIBED
IN THE NOTE PURCHASE AGREEMENT.
SECTION 7.
SUBORDINATION.
REPAYMENT OF THIS NOTE SHALL BE
SUBORDINATED TO THE EXTENT AND IN THE MANNER SET FORTH IN ANY SUBORDINATION
AGREEMENT BETWEEN THE BORROWERS, THE AGENT ON BEHALF OF ALL THE HOLDERS OF THE
NOTES AND ANY SENIOR LENDER OF THE BORROWERS.
SECTION 8.
SECURITY.
THIS NOTE IS ENTITLED TO THE BENEFITS, GRANTED
TO THE AGENT ON BEHALF OF THE PURCHASERS, SET FORTH IN THE SECURITY AGREEMENT.
SECTION 9.
PRIORITY.
THE INDEBTEDNESS UNDER THIS NOTE SHALL RANK
SENIOR TO THE INDEBTEDNESS UNDER THE FALL 2008 NOTES AND THE SPRING 2009 NOTES.
SECTION 10.
DEFINITIONS.
CAPITALIZED TERMS USED HEREIN AND NOT
OTHERWISE DEFINED SHALL HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN THE NOTE
PURCHASE AGREEMENT.
SECTION 11.
MISCELLANEOUS.
THE FOLLOWING GENERAL PROVISIONS APPLY:
(A)
THIS NOTE, AND THE OBLIGATIONS AND RIGHTS OF THE BORROWERS AND THE
HOLDER HEREUNDER, SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
BORROWERS, THE HOLDER, AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS.
(B)
ALL NOTICES, REQUESTS, CONSENTS AND DEMANDS HEREUNDER SHALL BE
MADE IN WRITING IN THE MANNER DESCRIBED IN THE NOTE PURCHASE AGREEMENT.
(C)
WHENEVER POSSIBLE, EACH PROVISION OF THIS NOTE WILL BE INTERPRETED
IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY
PROVISION OF THIS NOTE IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY
RESPECT UNDER ANY APPLICABLE LAW OR RULE IN ANY JURISDICTION, SUCH INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY WILL NOT AFFECT ANY OTHER PROVISION OR ANY OTHER
JURISDICTION, BUT THIS NOTE WILL BE REFORMED, CONSTRUED AND ENFORCED IN SUCH
JURISDICTION TO THE GREATEST EXTENT POSSIBLE TO CARRY OUT THE INTENTIONS OF THE
PARTIES HERETO.
(D)
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW
YORK.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY CONSENTS TO THE
(NON-EXCLUSIVE) JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF ANY
FEDERAL COURT LOCATED THEREIN IN CONNECTION WITH ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE AND WAIVES ANY OBJECTION TO
VENUE IN THE STATE OF NEW YORK.
(E)
RECOURSE UNDER THIS NOTE SHALL BE SOLELY