Common use of INTEREST; INTEREST RATE Clause in Contracts

INTEREST; INTEREST RATE. (a) Interest on this Bond shall commence accruing at the Interest Rate (as defined in Section 30) from and including the Issuance Date and shall be computed on the basis of a three hundred and sixty (360)-day year comprised of twelve (12) thirty (30)-day months and shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year (each, an “Interest Payment Date”) with the first Interest Payment Date being January 1, 2010. Interest shall be payable on each Interest Payment Date, to the record holders of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company on the applicable Record Date, at the Company’s option, (A) in whole in cash (“Cash Interest”), or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the Company decides to deliver Interest Shares on an Interest Payment Date, it must deliver a written notice (“Interest Election Notice”) to Holders no less than five (5) Trading Days prior to the Interest Payment Date (the date such notice is sent being the “Interest Notice Date”) pursuant to which notice, the Company elects to pay Interest entirely in Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest that shall be paid in Interest Shares. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable Common Shares equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2) the Interest Conversion Price in effect for the applicable Interest Payment Date (rounded down to the preceding whole number).

INTEREST; INTEREST RATE. (a) Interest on this Bond Debenture shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred 365-day year and sixty (360)-day year comprised of twelve (12) thirty (30)-day months actual days elapsed and shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1 the first day of each year Semi-Annual Period during the period beginning on the Issuance Date and ending on, and including, the Maturity Date (each, an “Interest Payment Date”) with the first Interest Payment Date being January July 1, 20102004. Interest shall be payable on each Interest Payment Date, to the record holders of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company on the applicable Record Date, at the option of the Company’s option, (Ai) in whole cash, (ii) by way of inclusion in cash (“Cash Interest”the Conversion Amount in accordance with Section 3(b)(i), or (Biii) subject to the satisfaction of the conditions set forth in whole this Section 2, in shares of Common Stock (“Interest Shares”) of ); provided, that the Interest which accrued during any period shall be payable in Interest Shares only if the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the Company decides to deliver Interest Shares on an Interest Payment Date, it must deliver a delivers written notice of such election (“Interest Election Notice”) to Holders no less than five each holder of the Debentures at least ten (510) Trading Days prior to the Interest Payment Date (the date such notice is sent being the an “Interest Notice Election Date”) pursuant to which notice, the Company elects to pay Interest entirely in Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest that shall be paid in Interest Shares). Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Shares Stock equal to the quotient of (1a) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid debt and (2b) the Interest Conversion Price in effect for on the applicable Interest Payment Date Date. If any Interest Shares are to be paid on an Interest Date, then the Company shall (rounded down X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver on the applicable Interest Date, to such address as specified at least two Business Days prior to the applicable Interest Date by the Holder in writing to the Company, a certificate, registered in the name of the Holder or its designee, for the number of Interest Shares to which the Holder shall be entitled. Notwithstanding the foregoing, the Company shall not be entitled to pay Interest in Interest Shares and shall be required to pay such Interest in cash on the applicable Interest Date if, unless consented to in writing by the Holder, (x) any event constituting an Event of Default or an event that with the passage of time and assuming it were not cured would constitute an Event of Default has occurred and is continuing on the applicable Interest Election Date or the Interest Date, (y) (i) the Registration Statement (as defined in the Registration Rights Agreement) covering the Interest Shares is not effective and available for the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) relating to this Debenture on the Interest Election Date or on the Interest Date and (ii) the Holder is not able to sell all of the Registrable Securities held by them pursuant to Rule 144(k) or (z) the Company has not obtained the Stockholder Approval. Prior to the payment of Interest on an Interest Date, Interest on this Debenture shall accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Amount in accordance with Section 3(b)(i). From and after the occurrence of an Event of Default, the Interest Rate shall be increased to 12%. In the event that such Event of Default is subsequently cured or waived, the adjustment referred to in the preceding whole number)sentence shall cease to be effective as of the date of such cure or waiver; provided that the Interest as calculated at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of cure and waiver of such Event of Default. The Company shall pay any and all taxes (other than income taxes which shall be payable by the Holder) that may be payable with respect to the issuance and delivery of Interest Shares.

INTEREST; INTEREST RATE. (a) Interest on this Bond Note shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred 360-day year and sixty (360)-day year comprised of twelve (12) thirty (30)-day 30-day months and shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year (each, an “Interest Payment Date”) with the first Interest Payment Maturity Date being January 1, 2010. Interest shall be payable on each Interest Payment Date, to the record holders holder of this Bond Note in Common Shares (“Interest Shares”) so long as recorded in the Register (as defined in Section 3(g)) held by there has been no Equity Conditions Failure; provided however, that the Company on the applicable Record Datemay, at its option following notice to the Company’s optionHolder, (A) in whole pay Interest in cash (“Cash Interest”), ) or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the The Company decides to deliver Interest Shares on an Interest Payment Date, it must shall deliver a written notice (each, an “Interest Election Notice”) to Holders no less than five (5) Trading Days each holder of the Notes on or prior to the Interest Payment tenth (10th) Trading Day prior to the Maturity Date (the date such notice is sent being delivered to all of the holder, the “Interest Notice Date”) pursuant which notice (i) either (A) confirms that Interest to which notice, be paid on the Company Maturity Date shall be paid entirely in Interest Shares or (B) elects to pay Interest entirely in as Cash Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest Interest, if any, that shall be paid in Interest SharesShares and (ii) certifies that there has been no Equity Conditions Failure. If an Equity Conditions Failure exists as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs at any time prior to the Maturity Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Payment the Maturity Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a) hereof) of Common Shares equal to the quotient of (1) the amount of Interest payable on such Interest Payment the Maturity Date less any Cash Interest paid and (2) the Interest Alternate Conversion Price in effect for on the applicable Interest Payment Date (rounded down to the preceding whole number)Maturity Date.

INTEREST; INTEREST RATE. (a) Interest on this Bond Note shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred and sixty (360)-day 360-day year comprised of twelve (12) thirty (30)-day 30-day months from the actual number of days elapsed and shall be payable quarterly in arrears for each Interest Period on January 1the last day of the applicable Interest Period during the period beginning on the Issuance Date and ending, April 1subject to earlier acceleration, July 1 redemption or conversion, on, and October 1 including, the Maturity Date (even if the Maturity Date is not the last day of each year an Interest Period) (each, an “Interest Payment Date”) with the first Interest Payment Date being January 1December 30, 20102006. Interest shall be payable on each Interest Payment Date, Date to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Note on the applicable Record Date, at the Company’s option, (A) in whole Interest Date in cash (“Cash Interest”)) or, or (B) in whole in shares (“Interest Shares”) at the option of the Company that are designated on may be paid in kind notes in the date hereof as common shares, par value $0.01 per share form of Exhibit B to the Securities Purchase Agreement (the “Common SharesPIK Notes”), ) or (C) in a combination of Cash thereof, provided that the Interest and Interest Shares. In the event which accrued during any period will be payable in PIK Notes unless the Company decides to deliver Interest Shares on an Interest Payment Date, it must deliver a delivers written notice (each a “Interest Cash Election Notice”) of such election to Holders no less than five each holder of the Notes on or prior to the twentieth (520th) Company Trading Days Day prior to the Interest Payment Date (the date such notice is sent being the each, an “Interest Notice Election Date”) pursuant to which notice, the Company elects to pay Interest entirely in Interest Shares or a combination of ). Each Cash Interest and Interest Shares and specifies Election Notice must specify the amount of Interest that shall be paid as Cash Interest Interest, if any, and the amount of Interest that shall be paid in PIK Notes. If the Company elects to pay in PIK Notes, such PIK Notes shall be issued to the record holder of the Note within twenty (20) days after the Interest SharesDate. Prior to the payment of Interest to be paid on an Interest Payment Date in Date, Interest Shares on this Note shall be paid in a number of fully paid and nonassessable Common Shares equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2) accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Price Amount (as defined below) in effect for the applicable Interest Payment Date (rounded down to the preceding whole numberaccordance with Section 2(b)(i).

INTEREST; INTEREST RATE. (a) Interest on this Bond Note shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred and sixty (360)-day 360-day year comprised of twelve (12) thirty (30)-day 30-day months from the actual number of days elapsed and shall be payable quarterly in arrears for each Interest Period on January 1the last day of the applicable Interest Period during the period beginning on the Issuance Date and ending, April 1subject to earlier acceleration, July 1 redemption or conversion, on, and October 1 including, the Maturity Date (even if the Maturity Date is not the last day of each year an Interest Period) (each, an “Interest Payment Date”) with the first Interest Payment Date being January 1[June/December] , 2010200 . Interest shall be payable on each Interest Payment Date, Date to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Note on the applicable Record Date, at the Company’s option, (A) in whole Interest Date in cash (“Cash Interest”)) or, or (B) in whole in shares (“Interest Shares”) at the option of the Company that are designated on may be paid in kind notes in the date hereof as common shares, par value $0.01 per share form of Exhibit B to the Securities Purchase Agreement (the “Common SharesPIK Notes”), ) or (C) in a combination of Cash thereof, provided that the Interest and Interest Shares. In the event which accrued during any period will be payable in PIK Notes unless the Company decides to deliver Interest Shares on an Interest Payment Date, it must deliver a delivers written notice (each a “Interest Cash Election Notice”) of such election to Holders no less than five each holder of the Notes on or prior to the twentieth (520th) Company Trading Days Day prior to the Interest Payment Date (the date such notice is sent being the each, an “Interest Notice Election Date”) pursuant to which notice, the Company elects to pay Interest entirely in Interest Shares or a combination of ). Each Cash Interest and Interest Shares and specifies Election Notice must specify the amount of Interest that shall be paid as Cash Interest Interest, if any, and the amount of Interest that shall be paid in PIK Notes. If the Company elects to pay in PIK Notes, such PIK Notes shall be issued to the record holder of the Note within twenty (20) days after the Interest SharesDate. Prior to the payment of Interest to be paid on an Interest Payment Date in Date, Interest Shares on this Note shall be paid in a number of fully paid and nonassessable Common Shares equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2) accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Price Amount (as defined below) in effect for the applicable Interest Payment Date (rounded down to the preceding whole numberaccordance with Section 2(b)(i).

INTEREST; INTEREST RATE. (a) Interest on this Bond Note shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred 360-day year and sixty (360)-day year comprised of twelve (12) thirty (30)-day 30-day months and shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1 the first calendar day of each year succeeding month after the Issuance Date (each, an “Interest Payment Date”) with the first Interest Payment Date being January December 1, 2010. Interest shall be payable on each Interest Payment Date, to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Note on the applicable Record Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following 1 Insert second anniversary of the Company’s optionEffective Date of the Plan. notice to the Holder, (A) in whole pay Interest on any Interest Date in cash (“Cash Interest”), ) or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the The Company decides to deliver Interest Shares on an Interest Payment Date, it must shall deliver a written notice (“Interest Election Notice”) to Holders no less than five (5) Trading Days each holder of the Notes on or prior to the twenty-fifth (25th) Trading Day prior to the applicable Interest Payment Date (the date such notice is sent being delivered to all of the holders of Notes, the “Interest Notice Date”) pursuant which notice (i) either (A) confirms that Interest to which notice, the Company be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest entirely in as Cash Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest Interest, if any, that shall be paid in Interest SharesShares and (ii) certifies that the Equity Conditions are satisfied as of such Interest Notice Date; provided that the Company must simultaneously take the same action in the same proportion with respect to the Other Notes. If the Equity Conditions are not satisfied as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Notice shall indicate that unless the Holder waives the Equity Conditions, the Interest shall be paid as Cash Interest. If the Equity Conditions were satisfied as of the Interest Notice Date but the Equity Conditions are no longer satisfied at any time prior to the Interest Date, the Company shall provide the Holder a subsequent notice to that effect indicating that unless the Holder waives the Equity Conditions, the Interest shall be paid as Cash Interest. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded up to the nearest whole share in accordance with Section 3(a)) of Common Shares Stock equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid on such Interest Date and (2) the Interest Conversion Price in effect for on the applicable Interest Payment Date (rounded down to the preceding whole number)Date.

INTEREST; INTEREST RATE. (a) Interest on this Bond Note shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred 365-day year and sixty (360)-day year comprised of twelve (12) thirty (30)-day months actual days elapsed and shall be payable quarterly in arrears for each Calendar Quarter on January 1the first day of the succeeding Calendar Quarter during the period beginning on the Issuance Date and ending on, April 1and including, July 1 and October 1 of each year the Maturity Date (each, an “Interest Payment Date”) with the first Interest Payment Date being January 1, 20102005. Interest shall be payable on each Interest Payment Date, to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Note on the applicable Record Interest Date, at the Company’s option, (A) in whole in cash (“Cash Interest”)) or, or (B) in whole at the option of the Company, in shares of Common Stock (“Interest Shares”) of or a combination thereof, provided that the Interest which accrued during any period may be payable in Interest Shares if, and only if, the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the Company decides to deliver Interest Shares on an Interest Payment Date, it must deliver a delivers written notice (each, an “Interest Election Notice”) of such election to Holders no less than five each holder of the Notes on or prior to the twentieth (520th) Trading Days Day prior to the Interest Payment Date (the date such notice is sent being the each, an “Interest Notice Due Date”); provided, further, that if the Stockholder Approval (as defined in the Securities Purchase Agreement) pursuant to which noticehas not been obtained by the Stockholder Meeting Deadline (as defined in the Securities Purchase Agreement), the Company elects may not elect to pay Interest entirely in Interest Shares or a combination of and must pay all Interest due hereunder as Cash Interest and until such time as the Stockholder Approval has been obtained. Each Interest Shares and specifies Election Notice must specify the amount of Interest that shall be paid as Cash Interest Interest, if any, and the amount of Interest that shall be paid in Interest Shares. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Shares Stock equal to the quotient of (1a) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2b) the Interest Conversion Price in effect for on the applicable Interest Payment Date Date. If any Interest Shares are to be paid on an Interest Date, then the Company shall (rounded down X) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and such action is not prohibited by applicable law or regulation or any applicable policy of DTC, credit such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the foregoing shall not apply, issue and deliver on the applicable Interest Date, to the address set forth in the register maintained by the Company for such purpose pursuant to the Securities Purchase Agreement or to such address as specified by the Holder in writing to the Company at least two Business Days prior to the applicable Interest Date, a certificate, registered in the name of the Holder or its designee, for the number of Interest Shares to which the Holder shall be entitled. Notwithstanding the foregoing, the Company shall not be entitled to pay Interest in Interest Shares and shall be required to pay such Interest in cash as Cash Interest on the applicable Interest Date if, unless consented to in writing by the Holder, during the period commencing on the applicable Interest Notice Due Date through the applicable Interest Date the Equity Conditions have not been satisfied. Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Amount in accordance with Section 3(b)(i). Upon the occurrence and during the continuance of an Event of Default, the Interest Rate shall be increased to twelve percent (12%). In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding whole number)sentence shall cease to be effective as of the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of cure of such Event of Default. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of Interest Shares; provided that the Company shall not be required to pay any tax that may be payable in respect of any issuance of Interest Shares to any Person other than the Holder or with respect to any income tax due by the Holder with respect to such Interest Shares.

INTEREST; INTEREST RATE. During the term of this Note, Interest shall accrue on outstanding Principal at an interest rate equal to six percent (a6%) per annum (the “Interest Rate”) commencing on this Bond shall commence accruing at the Interest Rate (as defined in Section 30) from and including the Issuance Date and Date. Interest shall be computed calculated on the basis of a three hundred 365-day year and sixty (360)-day year comprised the actual number of twelve (12) thirty (30)-day months and days elapsed, to the extent permitted by applicable law. Any Interest that shall accrue hereunder shall be payable quarterly in arrears on each January 1, April 1, July 1 and October 1 of (each year (each, an “Interest Payment Due Date”) with ), beginning on the first Interest Payment such date after the Issuance Date being January 1, 2010. Interest shall be payable on each Interest Payment Datehereof, to the record holders of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company on the applicable Record Datebe paid, at the election of the Company’s option, (A) in whole in cash (“Cash Interest”)cash, or (B) in whole in shares of Common Stock (“Interest Shares”), or warrants to acquire shares of Common Stock (“Interest Warrants”) provided that, unless waived by Holder or Holder’s assignee(s), (i) the Common Stock shall have traded an average of at least 300,000 shares per day for each of the five trading days prior to the applicable Interest Payment Due Date, and (ii) no Trigger Event, as defined below, in accordance with Section 4(a)(v), shall have occurred and not been cured or waived. If the Company that are designated on elects to pay all or any portion of any Interest due in shares of the date hereof as Company’s common sharesstock, par value $0.01 0.001 per share (the “Common SharesStock”), or (C) in a combination of Cash Interest and Interest Shares. In the event the Company decides to deliver Interest Shares on an Interest Payment Date, it must deliver a written notice (“Interest Election Notice”) to Holders no less than five (5) Trading Days prior to the Interest Payment Date (the date such notice is sent being the “Interest Notice Date”) pursuant to which notice, the Company elects to pay Interest entirely in Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest that shall be paid in Interest Shares. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable Common Shares shares (rounded to the nearest whole cent) equal to the quotient of (1a) the amount of Interest payable on such Interest Payment Date less any Cash such Interest to be paid in cash or Interest Warrants on such Interest Date divided by (b) an amount equal to 95% of the 5-day Weighted Average Price (as defined in Section 27) of the Common Stock ending on the Trading Day prior to such Interest Payment Due Date. If the Company elects to pay all or any portion of any Interest due in Interest Warrants, such Interest Warrants shall be in substantially the form of the Series B Warrants and shall have an exercise price equal to the greater of (A) $0.506 per share and (2B) the Interest Conversion 5-day Weighted Average Price in effect for of the applicable Common Stock ending on the Trading Day prior to such Interest Payment Date (rounded down Date. Any such Interest Warrants shall be exercisable for a number of shares equal to the preceding whole number)quotient of (a) the amount of Interest payable on such Interest Date less any such Interest to be paid in cash or Interest Shares on such Interest Date divided by (b) an amount equal to the Black-Scholes value per Interest Warrant as of the Trading Day prior to such Interest Payment Date, utilizing the Black-Scholes formula set forth on Exhibit A hereto. Interest hereunder will be paid to the Holder or its assignee(s) in whose name(s) this Note is registered on the records of the Company regarding registration and transfers of Notes.”

INTEREST; INTEREST RATE. (a) Interest on this Bond Note shall commence accruing at on the Interest Rate (as defined in Section 30) from and including the Issuance Second Exchange Date and shall be computed on the basis of a three hundred 360-day year and sixty (360)-day year comprised of twelve (12) thirty (30)-day 30-day months and shall be payable quarterly in arrears on January 1, April 1, July 1 each Interest Date and October 1 of each year (each, an “Interest Payment Date”) shall be payable in accordance with the first Interest Payment Date being January 1, 2010terms of this Note. Interest shall be payable paid (i) on each Interest Payment Date occurring on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest Date, to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Note on the applicable Record Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Company’s optionHolder, (A) in whole pay Interest on any Interest Date in cash (“Cash Interest”), ) or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the The Company decides to deliver Interest Shares on an Interest Payment Date, it must shall deliver a written notice (each, an “Interest Election Notice”) to Holders no less than five (5) Trading Days each holder of the Notes on or prior to the fifth (5th) Trading Day prior to the applicable Interest Payment Date (the date such notice is sent being delivered to all of the holder, the “Interest Notice Date”) pursuant which notice (i) either (A) confirms that Interest to which notice, the Company be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest entirely in as Cash Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest Interest, if any, that shall be paid in Interest SharesShares and (ii) certifies that there has been no Equity Conditions Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Shares Stock equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2) the Interest Installment Conversion Price in effect for on the applicable Interest Payment Date (rounded down to the preceding whole numberdetermined as if such Interest Date was an Installment Date hereunder).

INTEREST; INTEREST RATE. (a) Interest on this Bond Debenture shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred 365-day year and sixty (360)-day year comprised of twelve (12) thirty (30)-day months actual days elapsed and shall be payable quarterly in arrears for each Payment Quarter on January the first day of the succeeding Payment Quarter during the period beginning on March 1, April 12015 and ending on, July 1 and October 1 of each year including, the Maturity Date (each, an “Interest Payment Date”) with the first Interest Payment Date being January 1, 2010). Interest shall be payable on each Interest Payment Date, to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Debenture on the applicable Record Interest Date, at the Company’s option, (A) in whole in cash (“Cash Interest”), or (B) in whole in shares of restricted Common Stock (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the Company decides to deliver Interest Shares on an Interest Payment Date, it must deliver a written notice (“Interest Election Notice”) to Holders no less than five (5) Trading Days prior to the Interest Payment Date (the date such notice is sent being the “Interest Notice Date”) pursuant to which notice, the Company elects to pay Interest entirely in Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest that shall be paid in Interest Shares. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (provided, that if the issuance would result in the issuance of a fraction of a share of Common Shares Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share) of Common Stock equal to the quotient of (1a) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2b) the Interest Conversion Price in effect for on the applicable Interest Payment Date Date. When Interest Shares are paid on an Interest Date, then the Company shall (rounded down X) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and such action is not prohibited by applicable law or regulation or any applicable policy of DTC, credit such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian system, or (Y) if the foregoing shall not apply, issue and deliver within three Trading Days after the applicable Interest Date, to the address set forth in the register maintained by the Company for such purpose pursuant to the Securities Purchase Agreement or to such address as specified by the Holder in writing to the Company at least two Business Days prior to the applicable Interest Date, a certificate, registered in the name of the Holder or its designee, for the number of Interest Shares to which the Holder shall be entitled. Upon the occurrence and during the continuance of an Event of Default, the Interest Rate shall be increased to thirteen percent (13.00%) (the “Default Rate”). In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding whole number).sentence shall cease to be effective as of the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of cure of such Event of Default. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of Interest Shares; provided that the Company shall not be required to pay any tax that may be payable in respect of any issuance of Interest Shares to any Person other than the Holder or with respect to any income tax due by the Holder with respect to such Interest Shares

INTEREST; INTEREST RATE. (a) Interest on this Bond Note shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred 360-day year and sixty (360)-day year comprised of twelve (12) thirty (30)-day months and 30-day months, shall be payable quarterly in arrears for each Quarter on January 1, April 1, July 1 and October 1 of each year (each, an “Interest Payment Date”) with the first Interest Payment Date being January 1[ ], 20102013, and shall compound on each Interest Date. Interest shall be payable on each Interest Payment Date, to the record holders Holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Note on the applicable Record Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following written notice to the Company’s optionHolder, (A) in whole pay Interest on any Interest Date in cash (“Cash Interest”), or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Sharesthereof. In the event the The Company decides to deliver Interest Shares on an Interest Payment Date, it must shall deliver a written notice (each, an “Interest Election Notice”) to Holders no less than five (5) Trading Days each Holder of the Notes on or prior to the applicable Interest Payment Due Date (the date such notice is sent being delivered to all of the Holders, the “Interest Notice Date”) pursuant which notice (i) either (A) confirms that Interest to which noticebe paid on such Interest Date shall be paid entirely in Interest Shares, the Company or (B) elects to pay Interest entirely in as Cash Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, to be paid in Interest that shall Shares and (ii) if any Interest is to be paid in Interest Shares, certifies that there has been no Equity Conditions Failure (in the case of Interest Shares). If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest entirely as Cash Interest, the Interest Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share) of Common Shares Stock equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2) the Interest applicable Conversion Price in effect for on the applicable Interest Payment Date (rounded down to the preceding whole number)Date.

INTEREST; INTEREST RATE. (a) Interest on this Bond Note shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred 360-day year and sixty (360)-day year comprised of twelve (12) thirty (30)-day 30-day months and shall be payable quarterly in arrears quarterly on each January 1, April 1, July 1 and October 1 of each year after the Issuance Date (each, an “"Interest Payment Date”") with the first Interest Payment Date being January July 1, 20102009. Interest shall be payable on each Interest Payment Date, to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Note on the applicable Record Interest Date, in Common Shares ("Interest Shares") so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Company’s optionHolder, (A) in whole pay Interest on any Interest Date in cash (“"Cash Interest”), ") or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the The Company decides to deliver Interest Shares on an Interest Payment Date, it must shall deliver a written notice (“each, an "Interest Election Notice”") to Holders no less than five (5) Trading Days the Holder on or prior to the applicable Interest Payment Notice Due Date (the date such notice is sent being delivered to the “Holder of Notes, the "Interest Notice Date”") pursuant which notice (i) either (A) confirms that Interest to which notice, the Company be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest entirely in as Cash Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest Interest, if any, that shall be paid in Interest SharesShares and (ii) certifies that there has been no Equity Conditions Failure. If the Equity Conditions are not satisfied as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Notice shall indicate that unless the Holder waives the Equity Conditions, the Interest shall be paid as Cash Interest. If the Equity Conditions were satisfied as of the Interest Notice Date but the Equity Conditions are no longer satisfied at any time prior to the Interest Date, the Company shall provide the Holder a subsequent notice to that effect indicating that unless the Holder waives the Equity Conditions, the Interest shall be paid in cash. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable Common Shares (rounded to the nearest whole share in accordance with Section 3(a)) equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid on such Interest Date and (2) the Interest Conversion Price in effect for on the applicable Interest Payment Date (rounded down Date. Notwithstanding anything herein to the preceding whole number)contrary, contemporaneously with the execution of this Note, the Company has paid or prepaid $__________ in Interest due hereunder (the "Pre-paid Interest") pursuant to the Securities Purchase Agreement, which Pre-paid Interest shall be applied to pay accrued and unpaid Interest due on the Interest Date commencing on July 1, 2009 and each subsequent Interest Date until the Pre-paid Interest has been applied in full.

INTEREST; INTEREST RATE. (a) Interest on this Bond Note shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred 360-day year and sixty (360)-day year comprised of twelve (12) thirty (30)-day 30-day months and shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1 the first calendar day of each year succeeding month after the Issuance Date (each, an “Interest Payment Date”) with the first Interest Payment Date being January December 1, 2010. Interest shall be payable on each Interest Payment Date, to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Note on the applicable Record Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Company’s optionHolder, (A) in whole pay Interest on any Interest Date in cash (“Cash Interest”), ) or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the The Company decides to deliver Interest Shares on an Interest Payment Date, it must shall deliver a written notice (“Interest Election Notice”) to Holders no less than five (5) Trading Days each holder of the Notes on or prior to the twenty-fifth (25th) Trading Day prior to the applicable Interest Payment Date (the date such notice is sent being delivered to all of the holders of Notes, the “Interest Notice Date”) pursuant which notice (i) either (A) confirms that Interest to which notice, the Company be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest entirely in as Cash Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest Interest, if any, that shall be paid in Interest SharesShares and (ii) certifies that the Equity Conditions are satisfied as of such Interest Notice Date; provided that the Company must simultaneously take the same action in the same proportion with respect to the Other Notes. If the Equity Conditions are not satisfied as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Notice shall indicate that unless the Holder waives the Equity Conditions, the Interest shall be paid as Cash Interest. If the Equity Conditions were satisfied as of the Interest Notice Date but the Equity Conditions are no longer satisfied at any time prior to the Interest Date, the Company shall provide the Holder a subsequent notice to that effect indicating that unless the Holder waives the Equity Conditions, the Interest shall be paid as Cash Interest. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded up to the nearest whole share in accordance with Section 3(a)) of Common Shares Stock equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid on such Interest Date and (2) the Interest Conversion Price in effect for on the applicable Interest Payment Date (rounded down to the preceding whole number)Date.

INTEREST; INTEREST RATE. (a) Interest on this Bond Debenture shall commence accruing on the Issuance Date, shall accrue daily at the Interest Rate (as defined in Section 30) on the outstanding Principal amount from and including the Issuance Date and time to time, shall be computed on the basis of a three hundred and sixty (360)-day 360-day year comprised of twelve (12) thirty (30)-day months 30) day months, shall compound each calendar month (if not timely paid) and shall be payable quarterly in arrears quarterly on January 1, April 1, July 1 and October 1 the first (1st) Business Day of each year calendar quarter (each, an “Interest Payment Date”) with the first Interest Payment Date being January 1, 20102015. Interest shall be payable on each Interest Payment Date, to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Debenture on the applicable Record Interest Date, in shares of Common Stock (“Interest Shares”) so long as there then exists no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Company’s optionHolder, (A) in whole pay Interest on any Interest Date in cash (“Cash Interest”), ) or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest SharesShares (and provided that such combination is applied according to each Holders Pro Rata Amount). In the event the The Company decides to deliver Interest Shares on an Interest Payment Date, it must shall deliver a written notice (each, an “Interest Election Notice”) to Holders no less than five each holder of the Debentures on or prior to twentieth (520th) Trading Days Day prior to the applicable Interest Payment Date (the “Interest Notice Due Date”, and such date such notice is sent being delivered to all of the holders, the “Interest Notice Date”) pursuant which notice (i) either (A) confirms that Interest to which notice, the Company be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest entirely in as Cash Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest Interest, if any, that shall be paid in Interest SharesShares and (ii) certifies that there has been no Equity Conditions Failure. If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs at any time prior to the Interest Date, (x) the Company shall provide the Holder a subsequent notice to that effect and (y) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded down to the nearest whole share, with the Company to pay the fair market value (based on the Closing Sale Price) in Cash Interest) of any fractional shares in cash, in accordance with Section 3(a)) of Common Shares Stock equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2) the Interest Conversion Price in effect for on the applicable Interest Payment Date (rounded down to the preceding whole number)Date.

INTEREST; INTEREST RATE. (a) Interest on this Bond Note shall commence accruing at the Interest Rate (as defined in Section 30) from and including on the Issuance Date and shall be computed on the basis of a three hundred 360-day year and sixty (360)-day year comprised of twelve (12) thirty (30)-day 30-day months and shall be payable quarterly in arrears for on January 1, April 1, July 1 and October 1 the first Trading Day of each year Fiscal Quarter (each, an “Interest Payment Date”) with the first Interest Payment Date being January _____1, 2010. Interest shall be payable on each Interest Payment Date, to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Note on the applicable Record Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Company’s optionHolder, (A) in whole pay Interest on any Interest Date in cash (“Cash Interest”), ) or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the The Company decides to deliver Interest Shares on an Interest Payment Date, it must shall deliver a written notice (each, an “Interest Election Notice”) to Holders no less than five (5) Trading Days each holder of the Notes on or prior to the tenth (10th) Trading Day immediately prior to the applicable Interest Payment Date (each, an “Interest Notice Due Date”) (the date such notice is sent being delivered to all of the holder, the “Interest Notice Date”) pursuant which notice (i) either (A) confirms that Interest to which notice, the Company be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest entirely in as Cash Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest Interest, if any, that shall be paid in Interest SharesShares and (ii) certifies that there has been no Equity Conditions Failure. If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Shares Stock equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2) the Interest Conversion Price in effect for on the applicable Interest Payment Date. 1 Insert first Trading Day of Fiscal Quarter commencing immediately following the Issuance Date (rounded down to or such other date as the preceding whole numberCompany and the Required Holders shall mutually agree).

INTEREST; INTEREST RATE. (a) Interest on this Bond Debenture shall commence accruing on the Issuance Date, shall accrue daily at the Interest Rate (as defined in Section 30) on the outstanding Principal amount from and including the Issuance Date and time to time, shall be computed on the basis of a three hundred and sixty (360)-day 360-day year comprised of twelve (12) thirty (30)-day months 30) day months, shall compound each calendar month (if not timely paid) and shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1 the first (1st) Business Day of each year calendar month (each, an “Interest Payment Date”) with the first Interest Payment Date being January 1, 2010the first (1st) Business Day of the first (1st) month commencing after the earlier of (i) the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective and (ii) the six (6) month anniversary of the Issuance Date. Interest shall be payable on each Interest Payment Date, to the record holders holder of this Bond as recorded in the Register (as defined in Section 3(g)) held by the Company Debenture on the applicable Record Interest Date, in shares of Common Stock (“Interest Shares”) so long as there then exists no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Company’s optionHolder, (A) in whole pay Interest on any Interest Date in cash (“Cash Interest”), ) or (B) in whole in shares (“Interest Shares”) of the Company that are designated on the date hereof as common shares, par value $0.01 per share (the “Common Shares”), or (C) in a combination of Cash Interest and Interest Shares. In the event the The Company decides to deliver Interest Shares on an Interest Payment Date, it must shall deliver a written notice (each, an “Interest Election Notice”) to Holders no less than five each holder of the Debentures on or prior to eleventh (511th) Trading Days Day prior to the applicable Interest Payment Date (the “Interest Notice Due Date”, and such date such notice is sent being delivered to all of the holders, the “Interest Notice Date”) pursuant which notice (i) either (A) confirms that Interest to which notice, the Company be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest entirely in as Cash Interest Shares or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest Interest, if any, that shall be paid in Interest SharesShares and (ii) certifies that there has been no Equity Conditions Failure. If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs at any time prior to the Interest Date, (x) the Company shall provide the Holder a subsequent notice to that effect and (y) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Payment Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded down to the nearest whole share, with the Company to pay the fair market value (based on the Closing Sale Price) in Cash Interest) of any fractional shares in cash, in accordance with Section 3(a)) of Common Shares Stock equal to the quotient of (1) the amount of Interest payable on such Interest Payment Date less any Cash Interest paid and (2) the Interest Conversion Price in effect for on the applicable Interest Payment Date (rounded down to the preceding whole number)Date.