AND INTENDED TO BE A
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE
PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN AND THEREIN.
THERE ARE NO RESTRICTIONS, PROMISES, WARRANTIES OR UNDERTAKINGS, OTHER THAN
THOSE SET FORTH OR REFERRED TO HEREIN OR THEREIN.
THIS AGREEMENT, TOGETHER WITH
THE EXHIBITS AND SCHEDULES HERETO, AND THE OTHER INVESTMENT DOCUMENTS SUPERSEDE
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH
SUBJECT MATTER.
SECTION 12.14
TRANSFER AND EXCHANGE OF NOTES.
UPON SURRENDER OF A NOTE
AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY FOR REGISTRATION OF TRANSFER OR
EXCHANGE (AND IN THE CASE OF A SURRENDER FOR REGISTRATION OF TRANSFER,
ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER DULY EXECUTED BY THE REGISTERED
HOLDER OF SUCH NOTE OR HIS OR HER ATTORNEY DULY AUTHORIZED IN WRITING AND
ACCOMPANIED BY THE ADDRESS FOR NOTICES OF EACH TRANSFEREE OF SUCH NOTE OR PART
THEREOF), THE COMPANY SHALL EXECUTE AND DELIVER, AT ITS EXPENSE (EXCEPT AS
PROVIDED BELOW), ONE OR MORE NEW NOTES (AS REQUESTED BY THE HOLDER THEREOF) IN
EXCHANGE THEREFOR, IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE UNPAID
PRINCIPAL AMOUNT OF THE SURRENDERED NOTE, SUBJECT TO THE LIMITATIONS OF SECTION
12.4.
EACH SUCH NEW NOTE SHALL BE PAYABLE TO SUCH PERSON AS SUCH HOLDER MAY
REQUEST AND SHALL BE SUBSTANTIALLY IN THE FORM OF EXHIBIT 2.1(A).
EACH SUCH NEW
NOTE SHALL BE DATED AND BEAR INTEREST FROM THE DATE TO WHICH INTEREST SHALL HAVE
BEEN PAID ON THE SURRENDERED NOTE OR DATED THE DATE OF THE SURRENDERED NOTE IF
NO INTEREST SHALL HAVE BEEN PAID THEREON.
THE COMPANY MAY REQUIRE PAYMENT OF A
SUM SUFFICIENT TO COVER ANY STAMP TAX OR GOVERNMENTAL CHARGE IMPOSED IN RESPECT
OF ANY SUCH TRANSFER OF THE NOTE.
ANY TRANSFEREE, BY ITS ACCEPTANCE OF A NOTE
REGISTERED IN ITS NAME (OR THE NAME OF ITS NOMINEE), SHALL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS SET FORTH IN ARTICLE VI.
SECTION 12.15
FURTHER ASSURANCES.
EACH OF THE PARTIES SHALL EXECUTE
SUCH DOCUMENTS AND PERFORM SUCH FURTHER ACTS (INCLUDING, WITHOUT LIMITATION,
OBTAINING ANY CONSENTS, EXEMPTIONS, AUTHORIZATIONS, OR OTHER ACTIONS BY, OR
GIVING ANY NOTICES TO, OR MAKING ANY FILINGS WITH, ANY GOVERNMENTAL ENTITY OR
ANY OTHER PERSON) AS MAY BE REASONABLY REQUIRED OR DESIRABLE TO CARRY OUT OR TO
PERFORM THE PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY
POST-CLOSING ASSIGNMENT(S) BY THE HOLDERS OF A PORTION OF THE NOTES TO A PERSON
NOT CURRENTLY A PARTY HERETO.
SECTION 12.16
CUMULATIVE POWERS.
NO REMEDY HEREIN CONFERRED UPON A
HOLDER OR ANY HOLDER OF NOTES IS INTENDED TO BE EXCLUSIVE OF ANY OTHER REMEDY,
AND EACH SUCH REMEDY SHALL BE CUMULATIVE AND IN ADDITION TO EVERY OTHER REMEDY
GIVEN HEREUNDER OR NOW OR HEREAFTER EXISTING AT LAW, OR IN EQUITY OR BY STATUTE
OR OTHERWISE.
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SECTION 12.17
NO STRICT CONSTRUCTION.
THE PARTIES HERETO HAVE
PARTICIPATED JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT AND THE
OTHER INVESTMENT DOCUMENTS.
IN THE EVENT AN AMBIGUITY