ISSUED PURSUANT TO SECTION 19(A) OR SECTION 19(C), THE PRINCIPAL
DESIGNATED BY THE HOLDER WHICH, WHEN ADDED TO THE PRINCIPAL REPRESENTED BY THE
OTHER NEW NOTES ISSUED IN CONNECTION WITH SUCH ISSUANCE, DOES NOT EXCEED THE
PRINCIPAL REMAINING OUTSTANDING UNDER THIS NOTE IMMEDIATELY PRIOR TO SUCH
ISSUANCE OF NEW NOTES), (III) SHALL HAVE AN ISSUANCE DATE, AS INDICATED ON THE
FACE OF SUCH NEW NOTE, WHICH IS THE SAME AS THE ISSUANCE DATE OF THIS NOTE, (IV)
SHALL HAVE THE SAME RIGHTS AND CONDITIONS AS THIS NOTE, AND (V) SHALL REPRESENT
ACCRUED INTEREST AND LATE CHARGES ON THE PRINCIPAL AND INTEREST OF THIS NOTE,
FROM THE ISSUANCE DATE.
(20)
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF.
THE REMEDIES PROVIDED IN THIS NOTE SHALL BE CUMULATIVE AND
IN ADDITION TO ALL OTHER REMEDIES AVAILABLE UNDER THIS NOTE AND ANY OF THE OTHER
TRANSACTION DOCUMENTS AT LAW OR IN EQUITY (INCLUDING A DECREE OF SPECIFIC
PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF), AND NOTHING HEREIN SHALL LIMIT THE
HOLDER'S RIGHT TO PURSUE ACTUAL AND CONSEQUENTIAL DAMAGES FOR ANY FAILURE BY THE
COMPANY TO COMPLY WITH THE TERMS OF THIS NOTE.
AMOUNTS SET FORTH OR PROVIDED
FOR HEREIN WITH RESPECT TO PAYMENTS, CONVERSION AND THE LIKE (AND THE
COMPUTATION THEREOF) SHALL BE THE AMOUNTS TO BE RECEIVED BY THE HOLDER AND SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, BE SUBJECT TO ANY OTHER OBLIGATION OF
THE COMPANY (OR THE PERFORMANCE THEREOF).
THE COMPANY ACKNOWLEDGES THAT A
BREACH BY IT OF ITS OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO THE
HOLDER AND THAT THE REMEDY AT LAW FOR ANY SUCH BREACH MAY BE INADEQUATE.
THE
COMPANY THEREFORE AGREES THAT, IN THE EVENT OF ANY SUCH BREACH OR THREATENED
BREACH, THE HOLDER SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE
REMEDIES, TO AN INJUNCTION RESTRAINING ANY BREACH, WITHOUT THE NECESSITY OF
SHOWING ECONOMIC LOSS AND WITHOUT ANY BOND OR OTHER SECURITY BEING REQUIRED.
(21)
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS.
IF (A) THIS
NOTE IS PLACED IN THE HANDS OF AN ATTORNEY FOR COLLECTION OR ENFORCEMENT OR IS
COLLECTED OR ENFORCED THROUGH ANY LEGAL PROCEEDING OR THE HOLDER OTHERWISE TAKES
ACTION TO COLLECT AMOUNTS DUE UNDER THIS NOTE OR TO ENFORCE THE PROVISIONS OF
THIS NOTE OR (B) THERE OCCURS ANY BANKRUPTCY, REORGANIZATION, RECEIVERSHIP OF
THE COMPANY OR OTHER PROCEEDINGS AFFECTING COMPANY CREDITORS' RIGHTS AND
INVOLVING A CLAIM UNDER THIS NOTE, THEN THE COMPANY SHALL PAY THE COSTS INCURRED
BY THE HOLDER FOR SUCH COLLECTION, ENFORCEMENT OR ACTION OR IN CONNECTION WITH
SUCH BANKRUPTCY, REORGANIZATION, RECEIVERSHIP OR OTHER PROCEEDING, INCLUDING,
BUT NOT LIMITED TO,
23
ATTORNEYS' FEES AND DISBURSEMENTS.
(22)
CONSTRUCTION; HEADINGS.
THIS NOTE SHALL BE DEEMED TO BE JOINTLY
DRAFTED BY THE COMPANY AND ALL THE PURCHASERS AND SHALL NOT BE CONSTRUED AGAINST
ANY PERSON AS THE DRAFTER HEREOF.
THE HEADINGS OF THIS NOTE ARE FOR CONVENIENCE
OF REFERENCE AND SHALL NOT FORM PART OF, OR AFFECT THE INTERPRETATION OF, THIS
NOTE.
(23)
FAILURE OR INDULGENCE NOT WAIVER.
NO FAILURE OR DELAY