of
reporting prices); provided, that in the event that the shares of Common Stock
are not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading
Day shall mean a business day.
2.
INTEREST.
THE BORROWER SHALL PAY INTEREST TO THE HOLDER IN CASH
ON THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THIS DEBENTURE AT THE RATE OF
10% PER ANNUM, PAYABLE ON THE MATURITY DATE OR SUCH EARLIER DATE AS THIS
DEBENTURE IS REQUIRED OR PERMITTED TO BE REPAID AS PROVIDED HEREUNDER.
INTEREST
SHALL BE CALCULATED ON THE BASIS OF A 360-DAY YEAR AND SHALL ACCRUE DAILY
COMMENCING ON THE ORIGINAL ISSUE DATE.
3.
REGISTRATION OF DEBENTURES.
THE BORROWER SHALL REGISTER THIS
DEBENTURE UPON RECORDS TO BE MAINTAINED BY THE BORROWER FOR THAT PURPOSE (THE
"DEBENTURE REGISTER") IN THE NAME OF EACH RECORD HOLDER THEREOF FROM TIME TO
TIME. THE BORROWER MAY DEEM AND TREAT THE REGISTERED HOLDER OF THIS DEBENTURE AS
THE ABSOLUTE OWNER HEREOF FOR THE PURPOSE OF ANY PAYMENT OF INTEREST HEREON, AND
FOR ALL OTHER PURPOSES, ABSENT ACTUAL NOTICE TO THE CONTRARY.
4.
REGISTRATION OF TRANSFERS AND EXCHANGES.
THE BORROWER SHALL
REGISTER THE TRANSFER OF ANY PORTION OF THIS DEBENTURE IN THE DEBENTURE REGISTER
UPON SURRENDER OF THIS DEBENTURE TO THE BORROWER AT ITS ADDRESS FOR NOTICE SET
FORTH HEREIN. UPON ANY SUCH REGISTRATION OR TRANSFER, A NEW DEBENTURE, IN
SUBSTANTIALLY THE FORM OF THIS DEBENTURE (ANY SUCH NEW DEBENTURE, A "NEW
DEBENTURE"), EVIDENCING THE PORTION OF THIS DEBENTURE SO TRANSFERRED SHALL BE
ISSUED TO THE TRANSFEREE AND A NEW DEBENTURE EVIDENCING THE REMAINING PORTION OF
THIS DEBENTURE NOT SO TRANSFERRED, IF ANY, SHALL BE ISSUED TO THE TRANSFERRING
HOLDER. THE ACCEPTANCE OF A NEW DEBENTURE BY THE TRANSFEREE THEREOF SHALL BE
DEEMED THE ACCEPTANCE BY SUCH TRANSFEREE OF ALL OF THE RIGHTS AND OBLIGATIONS OF
A HOLDER OF A DEBENTURE. THE BORROWER AGREES THAT ITS PRIOR CONSENT IS NOT
REQUIRED FOR THE TRANSFER OF ANY PORTION OF THIS DEBENTURE.
THIS DEBENTURE IS
EXCHANGEABLE FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF DEBENTURES OF DIFFERENT
AUTHORIZED DENOMINATIONS, AS REQUESTED BY THE HOLDER SURRENDERING THE SAME. NO
SERVICE CHARGE OR OTHER FEE WILL BE IMPOSED IN CONNECTION WITH ANY SUCH
REGISTRATION OF TRANSFER OR EXCHANGE.
5.
EVENTS OF DEFAULT.
(A)
AT ANY TIME OR TIMES FOLLOWING THE OCCURRENCE OF AN EVENT OF
DEFAULT, THE HOLDER MAY ELECT, BY NOTICE TO THE BORROWER (AN "EVENT NOTICE"), TO
REQUIRE THE BORROWER TO REPURCHASE ALL OR ANY PORTION OF THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS DEBENTURE HELD BY SUCH HOLDER, AS INDICATED IN THE
EVENT NOTICE, AT A REPURCHASE PRICE EQUAL TO 110% OF SUCH OUTSTANDING PRINCIPAL
AMOUNT, PLUS ALL ACCRUED BUT UNPAID INTEREST THEREON THROUGH THE DATE OF
PAYMENT.
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY BANKRUPTCY
EVENT, ALL OUTSTANDING PRINCIPAL AND ACCRUED BUT UNPAID INTEREST ON THIS
DEBENTURE SHALL IMMEDIATELY BECOME DUE AND PAYABLE IN FULL IN CASH (FREE OF ANY
CLAIM OF SUBORDINATION), WITHOUT ANY FURTHER ACTION BY THE HOLDER, AND