DULY EXECUTED BY THE REGISTERED
NOTEHOLDER AND ACCOMPANIED BY THE ADDRESS FOR NOTICES OF EACH TRANSFEREE OF SUCH
NOTE OR PART THEREOF, THE COMPANY SHALL EXECUTE AND DELIVER, AT THE EXPENSE OF
THE COMPANY (EXCEPT AS PROVIDED BELOW), ONE OR MORE NEW NOTES (AS REQUESTED BY
THE NOTEHOLDER THEREOF) IN EXCHANGE THEREFOR, IN AN AGGREGATE PRINCIPAL AMOUNT
EQUAL TO THE UNPAID PRINCIPAL AMOUNT OF THE SURRENDERED NOTE.
EACH SUCH NEW
NOTE WILL BE DATED AND BEAR INTEREST FROM THE DATE TO WHICH INTEREST HAS BEEN
PAID ON THE SURRENDERED NOTE OR DATED THE DATE OF THE SURRENDERED NOTE IF NO
INTEREST HAS HAVE BEEN PAID THEREON.
THE COMPANY MAY REQUIRE PAYMENT (OR
REASONABLY SATISFACTORY EVIDENCE OF PAYMENT) OF A SUM SUFFICIENT TO COVER ANY
STAMP TAX OR GOVERNMENTAL CHARGE IMPOSED IN RESPECT OF ANY SUCH TRANSFER OF
NOTES.
5
5.3.
REPLACEMENT OF NOTES.
UPON RECEIPT BY THE COMPANY OF
EVIDENCE REASONABLY SATISFACTORY TO IT OF THE OWNERSHIP OF AND THE LOSS, THEFT,
DESTRUCTION OR MUTILATION OF ANY NOTE, AND, IN THE CASE OF LOSS, THEFT OR
DESTRUCTION, OF INDEMNITY REASONABLY SATISFACTORY TO IT, OR, IN THE CASE OF
MUTILATION, UPON SURRENDER AND CANCELLATION THEREOF, THE COMPANY SHALL, AT ITS
OWN EXPENSE, EXECUTE AND DELIVER, IN LIEU THEREOF, A NEW NOTE, DATED AND BEARING
INTEREST FROM THE DATE TO WHICH INTEREST HAS BEEN PAID ON SUCH LOST, STOLEN,
DESTROYED OR MUTILATED NOTE OR DATED THE DATE OF SUCH LOST, STOLEN, DESTROYED OR
MUTILATED NOTE IF NO INTEREST HAS BEEN PAID THEREON.
6.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants as of the date of this Note that:
6.1.
ORGANIZATION; POWER AND AUTHORITY.
THE COMPANY IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF DELAWARE.
THE COMPANY HAS THE REQUISITE POWER AND AUTHORITY TO
TRANSACT THE BUSINESS IT TRANSACTS AND PROPOSES TO TRANSACT, AND TO EXECUTE AND
DELIVER THIS NOTE.
6.2.
AUTHORIZATION, ETC.
THIS NOTE HAS BEEN DULY AUTHORIZED BY
ALL NECESSARY CORPORATE ACTION ON THE PART OF THE COMPANY, AND THIS NOTE
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY ENFORCEABLE
AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS.
6.3.
NON-CONTRAVENTION.
THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE COMPANY OF THIS NOTE WILL NOT (I) CONTRAVENE, RESULT IN ANY BREACH OF, OR
CONSTITUTE A DEFAULT UNDER ITS CERTIFICATE OF INCORPORATION OR BYLAWS OR
(II) VIOLATE ANY PROVISION OF ANY MATERIAL STATUTE OR OTHER RULE OR REGULATION
OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO THE COMPANY OR ANY MATERIAL DEBT
AGREEMENT OR OTHER MATERIAL AGREEMENT OF THE COMPANY, INCLUDING WITHOUT
LIMITATION ANY OF THE CREDIT AGREEMENTS AS IN EFFECT AT THE DATE OF THIS NOTE,
COMPLETE AND ACCURATE COPIES OF WHICH HAVE BEEN PROVIDED TO THE SELLER'S
REPRESENTATIVE.
6.4.
GOVERNMENTAL AUTHORIZATIONS, ETC.
NO CONSENT, APPROVAL OR
AUTHORIZATION OF, OR REGISTRATION, FILING OR DECLARATION WITH, ANY GOVERNMENTAL
AUTHORITY IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE
BY THE COMPANY OF THIS NOTE.
7.
SUBORDINATION
Notwithstanding any