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.
4
(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RESCINDED AND ANNULLED BY THE HOLDER AT ANY TIME PRIOR TO PAYMENT HEREUNDER.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.
6.
RANKING.
THIS DEBENTURE RANKS PARI PASSU WITH ALL OTHER
DEBENTURES (AS DEFINED IN THE LOAN AGREEMENT, AS AMENDED) 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 EXIST ANY INDEBTEDNESS OF ANY KIND, ON OR WITH RESPECT TO ANY OF ITS
PROPERTY OR ASSETS NOW OWNED OR HEREAFTER ACQUIRED OR ANY INTEREST THEREIN OR
ANY INCOME OR PROFITS THEREFROM, THAT IS SENIOR IN ANY RESPECT TO THE BORROWER'S
OBLIGATIONS UNDER THIS DEBENTURE, OTHER THAN PERMITTED INDEBTEDNESS.
7.
PREPAYMENT AT THE OPTION OF THE BORROWER.
AT ANY TIME
FOLLOWING THE ORIGINAL ISSUE DATE AND PRIOR TO THE MATURITY DATE, UPON DELIVERY
OF A WRITTEN NOTICE TO THE HOLDER, THE BORROWER SHALL BE ENTITLED TO PREPAY ALL
OR A PORTION OF THE PRINCIPAL AMOUNT OF THIS DEBENTURE (INCLUDING ACCRUED AND
UNPAID INTEREST THEREUNDER).
8.
NOTICES.
ANY AND ALL NOTICES OR OTHER COMMUNICATIONS OR
DELIVERIES HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN AND EFFECTIVE
ON THE EARLIEST OF (I) THE DATE OF TRANSMISSION, IF SUCH NOTICE OR COMMUNICATION
IS DELIVERED VIA FACSIMILE AT THE FACSIMILE NUMBER SPECIFIED IN THIS SECTION
PRIOR TO 6:30 P.M. (NEW YORK CITY TIME) ON A TRADING DAY, (II) THE NEXT TRADING
DAY AFTER THE DATE OF TRANSMISSION, IF SUCH NOTICE OR COMMUNICATION IS DELIVERED
VIA FACSIMILE AT THE FACSIMILE NUMBER SPECIFIED IN THIS SECTION ON A DAY THAT IS
NOT A TRADING DAY OR LATER THAN 6:30 P.M. (NEW YORK CITY TIME) ON ANY TRADING
DAY, (III) THE TRADING DAY FOLLOWING THE DATE OF MAILING, IF SENT BY NATIONALLY
RECOGNIZED OVERNIGHT COURIER SERVICE, OR (IV) UPON ACTUAL RECEIPT BY THE PARTY
TO WHOM SUCH NOTICE IS REQUIRED TO BE GIVEN. THE ADDRESSES FOR SUCH
COMMUNICATIONS SHALL BE: (I) IF TO THE BORROWER, TO 2071 STIERLIN COURT,
MOUNTAIN VIEW, CA 94043, FACSIMILE: (650) 864-7433, ATTENTION CHIEF FINANCIAL
OFFICER,