TWENTY (20) DAYS;
(XV)
ANY PROVISION OF ANY SECURITY DOCUMENT (AS
DETERMINED BY THE COLLATERAL AGENT) SHALL AT ANY TIME FOR ANY REASON (OTHER THAN
PURSUANT TO THE EXPRESS TERMS THEREOF) CEASE TO BE VALID AND BINDING ON OR
ENFORCEABLE AGAINST THE COMPANY OR ANY SUBSIDIARY INTENDED TO BE A PARTY
THERETO, OR THE VALIDITY OR ENFORCEABILITY THEREOF SHALL BE CONTESTED BY ANY
PARTY THERETO, OR A PROCEEDING SHALL BE COMMENCED BY THE COMPANY OR ANY
SUBSIDIARY OR ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER ANY OF THEM,
SEEKING TO ESTABLISH THE INVALIDITY OR UNENFORCEABILITY THEREOF, OR THE COMPANY
OR ANY SUBSIDIARY SHALL DENY IN WRITING THAT IT HAS ANY LIABILITY OR OBLIGATION
PURPORTED TO BE CREATED UNDER ANY SECURITY DOCUMENT;
(XVI)
ANY SECURITY AGREEMENT OR ANY OTHER SECURITY
DOCUMENT, AFTER DELIVERY THEREOF PURSUANT HERETO, SHALL FOR ANY REASON FAIL OR
CEASE TO CREATE A VALID AND PERFECTED AND, EXCEPT TO THE EXTENT PERMITTED BY THE
TERMS HEREOF OR THEREOF, FIRST PRIORITY LIEN IN FAVOR OF THE COLLATERAL AGENT
FOR THE BENEFIT OF THE HOLDERS OF THE NOTES ON ANY COLLATERAL (AS DEFINED IN THE
SECURITY DOCUMENTS) PURPORTED TO BE COVERED THEREBY;
(XVII)
ANY BANK AT WHICH ANY COLLATERAL ACCOUNT IS
MAINTAINED SHALL FAIL TO COMPLY WITH ANY MATERIAL TERM CONTAINED IN THE
COLLATERAL ACCOUNT AGREEMENT;
(XVIII)
ANY DAMAGE TO, OR LOSS, THEFT OR DESTRUCTION OF, ANY
COLLATERAL, WHETHER OR NOT INSURED, IF ANY SUCH DAMAGE, OR LOSS, THEFT OR
DESTRUCTION COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT (AS
DEFINED IN THE SECURITIES PURCHASE AGREEMENT); OR
(XIX)
ANY EVENT OF DEFAULT (AS DEFINED IN THE OTHER
NOTES) OCCURS WITH RESPECT TO ANY OTHER NOTES.
(B)
REDEMPTION RIGHT.
UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT, THE COMPANY SHALL WITHIN ONE (1) BUSINESS DAY AFTER THE
COMPANY IS AWARE OF (OR SHOULD HAVE BEEN AWARE OF) SUCH OCCURRENCE, DELIVER
WRITTEN NOTICE THEREOF VIA FACSIMILE AND OVERNIGHT COURIER (AN "EVENT OF DEFAULT
NOTICE") TO THE HOLDER.
AT ANY TIME AFTER THE EARLIER OF THE HOLDER'S RECEIPT
OF AN EVENT OF DEFAULT NOTICE AND THE HOLDER BECOMING AWARE OF AN EVENT OF
DEFAULT, THE HOLDER MAY REQUIRE THE COMPANY TO REDEEM ALL OR ANY PORTION OF THIS
NOTE BY DELIVERING WRITTEN NOTICE THEREOF (THE "EVENT OF DEFAULT REDEMPTION
NOTICE") TO THE COMPANY, WHICH EVENT OF DEFAULT REDEMPTION NOTICE SHALL INDICATE
THE PORTION OF THIS NOTE THE HOLDER IS ELECTING TO REDEEM (THE "EVENT OF DEFAULT
REDEMPTION").
EACH PORTION OF THIS NOTE SUBJECT TO REDEMPTION BY THE COMPANY
PURSUANT TO THIS SECTION 4(B) SHALL BE REDEEMED BY THE COMPANY IN CASH AT A
PRICE (THE "EVENT OF DEFAULT REDEMPTION PRICE") EQUAL TO THE GREATER OF (I) THE
PRODUCT OF (A) THE CONVERSION AMOUNT TO BE REDEEMED AND (B) THE REDEMPTION
PREMIUM AND (II) THE PRODUCT OF (A) THE CONVERSION RATE WITH RESPECT TO SUCH
CONVERSION AMOUNT IN EFFECT AT SUCH TIME AS THE HOLDER DELIVERS AN EVENT OF
DEFAULT REDEMPTION NOTICE AND (B) THE PRODUCT OF (1) THE REDEMPTION PREMIUM AND
(2)