NUMBER AND AN IMAGE OF THE FIRST PAGE OF SUCH
TRANSMISSION OR (III) PROVIDED BY A NATIONALLY RECOGNIZED OVERNIGHT DELIVERY
SERVICE, SHALL BE REBUTTABLE EVIDENCE OF PERSONAL SERVICE, RECEIPT BY FACSIMILE
OR RECEIPT FROM A NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE IN ACCORDANCE
WITH CLAUSE (I), (II) OR (III) ABOVE, RESPECTIVELY.
(8)
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO PROVISION OF THIS
DEBENTURE SHALL ALTER OR IMPAIR THE OBLIGATIONS OF THE COMPANY, WHICH ARE
ABSOLUTE AND UNCONDITIONAL, TO PAY THE PRINCIPAL OF, INTEREST AND OTHER CHARGES
(IF ANY) ON, THIS DEBENTURE AT THE TIME, PLACE, AND RATE, AND IN THE COIN OR
CURRENCY, HEREIN PRESCRIBED.
THIS DEBENTURE IS A DIRECT OBLIGATION OF THE
COMPANY.
AS LONG AS THIS DEBENTURE IS OUTSTANDING, THE COMPANY SHALL NOT AND
SHALL CAUSE THEIR SUBSIDIARIES NOT TO, WITHOUT THE CONSENT OF THE HOLDER, (I)
AMEND ITS CERTIFICATE OF INCORPORATION, BYLAWS OR OTHER CHARTER DOCUMENTS SO AS
TO ADVERSELY AFFECT ANY RIGHTS OF THE HOLDER; (II) REPAY, REPURCHASE OR OFFER TO
REPAY, REPURCHASE OR OTHERWISE ACQUIRE SHARES OF ITS COMMON STOCK OR OTHER
EQUITY SECURITIES OTHER THAN AS TO THE UNDERLYING SHARES TO THE EXTENT PERMITTED
OR REQUIRED UNDER THE TRANSACTION DOCUMENTS; OR (III) ENTER INTO ANY AGREEMENT
WITH RESPECT TO ANY OF THE FOREGOING.
(9)
THIS DEBENTURE SHALL NOT ENTITLE THE HOLDER TO ANY OF THE
RIGHTS OF A STOCKHOLDER OF THE COMPANY, INCLUDING WITHOUT LIMITATION, THE RIGHT
TO VOTE, TO RECEIVE DIVIDENDS AND OTHER DISTRIBUTIONS, OR TO RECEIVE ANY NOTICE
OF, OR TO ATTEND, MEETINGS OF STOCKHOLDERS OR ANY OTHER PROCEEDINGS OF THE
COMPANY, UNLESS AND TO THE EXTENT CONVERTED INTO SHARES OF COMMON STOCK IN
ACCORDANCE WITH THE TERMS HEREOF.
(10)
NO INDEBTEDNESS OF THE COMPANY IS SENIOR TO THIS DEBENTURE IN
RIGHT OF PAYMENT, WHETHER WITH RESPECT TO INTEREST, DAMAGES OR UPON LIQUIDATION
OR DISSOLUTION OR OTHERWISE.
WITHOUT THE HOLDER'S CONSENT, THE COMPANY WILL NOT
AND WILL NOT PERMIT ANY OF THEIR SUBSIDIARIES 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 THERE FROM THAT IS SENIOR IN
ANY RESPECT TO THE OBLIGATIONS OF THE COMPANY UNDER THIS DEBENTURE.
(11)
THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO CONFLICTS OF
LAWS THEREOF.
EACH OF THE PARTIES CONSENTS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF ILLINOIS SITTING IN COOK COUNTY, ILLINOIS AND THE U.S. DISTRICT
COURT FOR THE NORTHERN DISTRICT OF ILLINOIS SITTING IN CHICAGO, ILLINOIS IN
CONNECTION WITH ANY DISPUTE ARISING UNDER THIS DEBENTURE AND HEREBY WAIVES, TO
THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION
BASED ON FORUM NON CONVENIENS TO THE BRINGING OF ANY SUCH PROCEEDING IN SUCH
JURISDICTIONS.
(12)
IF THE COMPANY FAILS TO STRICTLY COMPLY WITH THE TERMS OF THIS
DEBENTURE, THEN THE COMPANY SHALL