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 AND UNPAID INTEREST AND LATE CHARGES,
IF ANY, ON THE PRINCIPAL AND INTEREST OF THIS NOTE FROM THE ISSUANCE DATE.
(19)
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.
(20)
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, FINANCIAL
ADVISORY FEES AND ATTORNEYS' FEES AND DISBURSEMENTS.
(21)
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.
(22)
FAILURE OR INDULGENCE NOT WAIVER.
NO FAILURE OR
DELAY ON THE PART OF THE HOLDER IN THE EXERCISE OF ANY POWER, RIGHT OR PRIVILEGE
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE OF ANY SUCH