COMMISSIONS, IF ANY) FOR THE
SHARES OF COMMON STOCK SO PURCHASED EXCEEDS (Y) THE AMOUNT OBTAINED BY
MULTIPLYING (A) THE NUMBER OF UNDERLYING SHARES THAT THE BORROWER WAS REQUIRED
TO DELIVER TO THE HOLDER IN CONNECTION WITH THE EXERCISE AT ISSUE BY (B) THE
CLOSING PRICE AT THE TIME OF THE OBLIGATION GIVING RISE TO SUCH PURCHASE
OBLIGATION AND (2) AT THE OPTION OF THE HOLDER, EITHER VOID THE CONVERSION AT
ISSUE AND REINSTATE THE PRINCIPAL AMOUNT OF DEBENTURES (PLUS ACCRUED INTEREST
THEREIN) FOR WHICH SUCH CONVERSION WAS NOT TIMELY HONORED OR DELIVER TO THE
HOLDER THE NUMBER OF SHARES OF COMMON STOCK THAT WOULD HAVE BEEN ISSUED HAD THE
BORROWER TIMELY COMPLIED WITH
8
ITS EXERCISE AND DELIVERY OBLIGATIONS HEREUNDER.
THE HOLDER SHALL PROVIDE THE
BORROWER REASONABLY DETAILED EVIDENCE OR WRITTEN NOTICE INDICATING THE AMOUNTS
PAYABLE TO THE HOLDER IN RESPECT OF THE BUY-IN.
7.
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 AND THE WARRANT
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 UNCONVERTED 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 THE BORROWER SHALL IMMEDIATELY BE OBLIGATED TO
REPURCHASE THIS DEBENTURE PURSUANT TO THE PRECEDING PARAGRAPH AS IF THE HOLDER
HAD DELIVERED AN EVENT NOTICE IMMEDIATELY PRIOR TO THE OCCURRENCE OF SUCH
BANKRUPTCY EVENT.
(C)
IN CONNECTION WITH ANY EVENT OF DEFAULT,
THE HOLDER NEED NOT PROVIDE AND THE BORROWER HEREBY WAIVES ANY PRESENTMENT,
DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, AND THE HOLDER MAY IMMEDIATELY AND
WITHOUT EXPIRATION OF ANY GRACE PERIOD ENFORCE ANY AND ALL OF ITS RIGHTS AND
REMEDIES HEREUNDER AND ALL OTHER REMEDIES AVAILABLE TO IT UNDER APPLICABLE LAW.
ANY SUCH DECLARATION MAY BE RESCINDED AND ANNULLED BY THE HOLDER AT ANY TIME
PRIOR TO PAYMENT HEREUNDER. NO SUCH RESCISSION OR ANNULMENT SHALL AFFECT ANY
SUBSEQUENT EVENT OF DEFAULT OR IMPAIR ANY RIGHT CONSEQUENT THERETO.
8.
RANKING.
THIS DEBENTURE RANKS PARI
PASSU WITH ALL OTHER DEBENTURES (AS DEFINED IN THE LOAN AGREEMENT) NOW OR
HEREAFTER ISSUED PURSUANT TO THE TRANSACTION DOCUMENTS AND IS SENIOR TO ALL
EXISTING AND HEREAFTER CREATED INDEBTEDNESS OF THE BORROWER. OTHER THAN
PERMITTED INDEBTEDNESS, NO INDEBTEDNESS OF THE BORROWER IS SENIOR TO THIS
DEBENTURE IN RIGHT OF PAYMENT, WHETHER WITH RESPECT OF INTEREST, DAMAGES OR UPON
LIQUIDATION OR DISSOLUTION OR OTHERWISE. THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, ENTER INTO, CREATE, INCUR,
ASSUME OR SUFFER TO