MADE BY THE BORROWER IN THE PURCHASE
AGREEMENT SHALL HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL RESPECT ON THE
DATE AS OF WHICH SUCH REPRESENTATION OR WARRANTY WAS MADE;
20.3
THE BORROWER SHALL FAIL TO PERFORM OR OBSERVE ANY MATERIAL AGREEMENT,
COVENANT OR OBLIGATION ARISING UNDER ANY PROVISION HEREOF, UNDER ANY OTHER NOTE
OR THE PURCHASE AGREEMENT FOR MORE THAN THIRTY (30) DAYS FOLLOWING RECEIPT BY
THE BORROWER OF A NOTICE FROM HOLDER INDICATING ANY SUCH VIOLATION;
20.4
THE BORROWER'S FAILURE TO DELIVER CERTIFICATES FOR THE CONVERSION
SHARES IN ACCORDANCE WITH SECTION 6(III)
25
20.5
ANY DEFAULT BY THE BORROWER UNDER THE TERMS OF ANY OTHER INDEBTEDNESS
OF THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER THAT IS NOT CURED OR WAIVED
WITHIN ANY GRACE PERIOD APPLICABLE THERETO;
20.6
THE BORROWER SHALL COMMENCE A VOLUNTARY CASE CONCERNING ITSELF UNDER
ANY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS OR STATUTES (INCLUDING TITLE 11 OF
THE UNITED STATES CODE, AS AMENDED, SUPPLEMENTED OR REPLACED) (COLLECTIVELY, THE
"BANKRUPTCY CODE"); OR (B) AN INVOLUNTARY CASE IS COMMENCED AGAINST THE BORROWER
AND IS NOT DISMISSED WITHIN NINETY (90) DAYS; OR (C) A CUSTODIAN (AS DEFINED IN
THE BANKRUPTCY CODE) IS APPOINTED FOR, OR TAKES CHARGE OF, ALL OR SUBSTANTIALLY
ALL OF THE PROPERTY OF THE BORROWER OR THE BORROWER COMMENCES ANY OTHER
PROCEEDINGS UNDER ANY REORGANIZATION, ARRANGEMENT, ADJUSTMENT OF DEBT, RELIEF OF
DEBTORS, DISSOLUTION, INSOLVENCY OR LIQUIDATION OR SIMILAR LAW OF ANY
JURISDICTION WHETHER NOW OR HEREAFTER IN EFFECT RELATING TO THE BORROWER OR
THERE IS COMMENCED AGAINST THE BORROWER ANY SUCH PROCEEDING; OR (D) ANY ORDER OF
RELIEF OR OTHER ORDER APPROVING ANY SUCH CASE OR PROCEEDING IS ENTERED; OR (E)
THE BORROWER IS ADJUDICATED INSOLVENT OR BANKRUPT; OR (F) THE BORROWER MAKES A
GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR (G) THE BORROWER SHALL CALL
A MEETING OF ITS CREDITORS WITH A VIEW TO ARRANGING A COMPOSITION OR ADJUSTMENT
OF ITS DEBTS; OR (H) THE BORROWER SHALL BY ANY ACT OR FAILURE TO ACT CONSENT TO,
APPROVE OF OR ACQUIESCE IN ANY OF THE FOREGOING; AND
20.7
THIS NOTE OR ANY OTHER NOTE SHALL CEASE TO BE IN FULL FORCE AND EFFECT,
OR SHALL CEASE TO PROVIDE THE RIGHTS, POWERS AND PRIVILEGES PURPORTED TO BE
CREATED HEREBY.
IF AN EVENT OF DEFAULT, OTHER THAN AN EVENT OF DEFAULT DESCRIBED IN SECTION
10(VI), OCCURS, HOLDER BY WRITTEN NOTICE TO THE BORROWER MAY DECLARE THE
PRINCIPAL OF AND ACCRUED INTEREST ON THIS NOTE TO BE IMMEDIATELY DUE AND
PAYABLE.
UPON A DECLARATION OF ACCELERATION, SUCH PRINCIPAL AND INTEREST WILL
BECOME IMMEDIATELY DUE AND PAYABLE.
IF AN EVENT OF DEFAULT DESCRIBED IN SECTION
10(VI) OCCURS, THE PRINCIPAL OF AND ACCRUED INTEREST ON THIS NOTE THEN
OUTSTANDING WILL BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT ANY DECLARATION OR
OTHER ACT ON THE PART OF HOLDER.
ARTICLE 21REMEDIES; CUMULATIVE RIGHTS.
IN ADDITION TO THE RIGHTS PROVIDED UNDER
SECTION 9, HOLDER SHALL ALSO HAVE ANY OTHER RIGHTS THAT HOLDER MAY HAVE BEEN
AFFORDED UNDER ANY CONTRACT OR AGREEMENT AT