PAYMENTS IN RESPECT
OF, BY THE PAYMENT OF CASH OR CASH EQUIVALENTS (IN WHOLE OR IN PART, WHETHER BY
WAY OF OPEN MARKET PURCHASES, TENDER OFFERS, PRIVATE TRANSACTIONS OR OTHERWISE),
ALL OR ANY PORTION OF ANY INDEBTEDNESS (OTHER THAN PERMITTED SECURED
INDEBTEDNESS, THIS NOTE AND THE OTHER NOTES), WHETHER BY WAY OF PAYMENT IN
RESPECT OF PRINCIPAL OF (OR PREMIUM, IF ANY) OR INTEREST ON SUCH INDEBTEDNESS,
IF AT THE TIME SUCH PAYMENT IS DUE OR IS OTHERWISE MADE OR, AFTER GIVING EFFECT
TO SUCH PAYMENT, AN EVENT CONSTITUTING, OR THAT WITH THE PASSAGE OF TIME AND
WITHOUT BEING CURED WOULD CONSTITUTE, AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING.
(D)
RESTRICTION ON REDEMPTION AND CASH
DIVIDENDS.
WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE REQUIRED HOLDERS,
THE COMPANY SHALL NOT, DIRECTLY OR INDIRECTLY, REDEEM, REPURCHASE OR DECLARE OR
PAY ANY CASH DIVIDEND OR DISTRIBUTION ON ITS CAPITAL STOCK UNTIL THE EARLIER OF
(I) ALL OF THE NOTES HAVING BEEN CONVERTED, REDEEMED OR OTHERWISE SATISFIED IN
ACCORDANCE WITH THEIR TERMS AND (II) THE COLLATERAL AGENT HAS RELEASED ALL LIENS
PURSUANT TO SECTION 14(K) HEREOF.
(E)
CREATION OF NEW COLLATERAL SUBSIDIARIES.
SO LONG AS THE OBLIGATIONS OF THE COMPANY UNDER THIS NOTE ARE OUTSTANDING, IF
THE COMPANY SHALL CREATE OR ACQUIRE ANY SUBSIDIARY THAT HOLDS OR WILL HOLD ANY
COLLATERAL (SUCH SUBSIDIARY, THE "COLLATERAL SUBSIDIARY"), SIMULTANEOUS WITH THE
CREATION OR ACQUISITION OF SUCH SUBSIDIARY, THE COMPANY SHALL (I) PROMPTLY CAUSE
SUCH COLLATERAL SUBSIDIARY TO BECOME A GUARANTOR BY EXECUTING A GUARANTY IN
FAVOR OF THE HOLDER IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY,
THE COLLATERAL SUBSIDIARY AND THE HOLDER, (II) PROMPTLY CAUSE SUCH COLLATERAL
SUBSIDIARY TO BECOME A GRANTOR UNDER THE SECURITY AGREEMENT BY EXECUTING A
JOINDER TO THE SECURITY AGREEMENT IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO
THE COMPANY, THE COLLATERAL SUBSIDIARY AND THE HOLDER, (III) PROMPTLY CAUSE SUCH
SUBSIDIARY TO DULY EXECUTE AND/OR DELIVER SUCH OPINIONS OF COUNSEL AND OTHER
DOCUMENTS, IN FORM AND SUBSTANCE REASONABLE ACCEPTABLE TO THE HOLDER, AS THE
HOLDER SHALL REASONABLY REQUEST WITH RESPECT THERETO.
(F)
CHANGE IN COLLATERAL; COLLATERAL
RECORDS.
THE COMPANY SHALL (I)
GIVE THE COLLATERAL AGENT (AS DEFINED IN THE
SECURITIES PURCHASE AGREEMENT) NOT LESS THAN THIRTY (30) DAYS' PRIOR WRITTEN
NOTICE OF ANY CHANGE IN THE LOCATION OF ANY COLLATERAL (AS DEFINED IN THE
SECURITY DOCUMENTS (AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT)), OTHER
THAN TO LOCATIONS SET FORTH ON SCHEDULE 14(H) HERETO AND WITH RESPECT TO WHICH
THE COLLATERAL AGENT HAS FILED FINANCING STATEMENTS AND OTHERWISE FULLY
PERFECTED ITS LIENS THEREON, (II) ADVISE THE COLLATERAL AGENT PROMPTLY, IN
SUFFICIENT DETAIL, OF ANY MATERIAL ADVERSE CHANGE RELATING TO THE TYPE, QUANTITY
OR QUALITY OF THE COLLATERAL OR THE LIEN GRANTED THEREON AND (III) EXECUTE AND
DELIVER, AND CAUSE EACH OF ITS SUBSIDIARIES TO EXECUTE AND DELIVER, TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE HOLDER AND HOLDERS OF THE OTHER NOTES
FROM TIME TO TIME, SOLELY FOR THE COLLATERAL AGENT'S CONVENIENCE IN MAINTAINING
A RECORD OF COLLATERAL,