Common use of Interest and Payment Clause in Contracts

Interest and Payment. (a) The unpaid principal balance of this Debenture shall bear interest, from and including the date hereof to and including the date upon which the principal hereof shall have been paid in full at the rate of not less than 6% per annum, equal to the sum of (i) 2% per annum, and (ii) the interest rate (the "Interest") from time to time published in the "Money Rates" section of The Wall Street Journal as the one-month London Interbank Offer Rate ("LIBOR"). Interest shall be payable quarterly in arrears in cash or in kind, at the Holder's option, commencing [ ], 2005. (b) The Holder may elect in its sole discretion to receive Interest in shares of the Company's Common Stock ("Interest Shares") in accordance with this section. Payment of Interest in shares of Common Stock may only occur if: (i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Interest Shares; (ii) the Common Stock is listed for trading on a Principal Market; and (iii) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares issuable pursuant to the Offering. Not less than 10 Trading Days prior to each Interest payment date, the Holder shall provide the Company with written notice of its election to receive Interest hereunder either in cash or Interest Shares. Subject to the aforementioned conditions, failure to timely provide such written notice shall be deemed an election by the Holder to receive the Interest on such date in cash. The number of Interest Shares to be issued upon payment of Interest under this Debenture shall be the number determined by a 10% discount to the average Closing bid price of the Company's Common Stock for the 5 consecutive trading days commencing on the 15th day of the month in which Interest shall by paid (or if such 15th day not a Business Day, then on the Business Day immediately following such date). (c) Payments of principal and interest shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public or private debts. No reference herein to the Agreement and no provisions of this Debenture or of the Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the times, places, and rates, and in the coin or currency, herein prescribed. (d) All payments received on account of this Debenture shall be applied first to the payment of accrued interest on this Debenture and then to the reduction of the unpaid principal balance of this Debenture. (e) If payment of the outstanding principal amount of this Debenture, together with accrued unpaid interest thereon at the applicable rate of interest (as set forth herein), is not made on the earlier to occur of (i) the Maturity Date and (ii) the Accelerated Maturity Date (as defined below), then interest shall accrue on the outstanding principal amount due under this Debenture and on any unpaid accrued interest due on this date of the payment in full of such amounts (including from and after the date of the entry of judgment in favor of the Holder in an action to collect this Debenture) at an annual rate equal to the lesser of twelve percent (12%) or the maximum rate of interest permitted by applicable law. (f) Notwithstanding anything to the contrary contained in this Debenture, the Company shall not be obligated to pay, and the Holder shall not be entitled to charge, collect, or receive, interest in excess of the maximum rate allowed by applicable law. During any period of time in which the interest rate specified herein exceeds such maximum rate, any amounts of interest collected by the Holder in excess of such maximum rate shall be deemed to apply to principal and all payments of interest and principal shall be recalculated to allow for such characterization. (g) In the event that the date for the payment of any amount payable under this Debenture falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, the time for payment of such amount shall be extended to the next succeeding business day and interest shall continue to accrue on any principal amount so effected until the payment thereof on such extended due date.

Interest and Payment. (a) The unpaid principal balance of Interest on this Debenture Note shall bear interest, accrue from and including the date hereof to and including on the date upon which the unpaid principal hereof shall have been paid in full at the rate of not less than 69.00% per annum, equal compounding quarterly, subject to the sum provisions hereof limiting interest to the Maximum Rate. Payment of accrued interest shall be deferred until December 31, 2002, at which time the Deferred Interest shall be due and payable. Notwithstanding the foregoing sentence, so long as any share of Series D Preferred Stock remains outstanding and the Series D Early Redemption Period (defined herein) has not expired, Maker’s obligation to pay the Deferred Interest on December 31, 2002 shall be further deferred, with interest accruing thereon as provided herein, as follows: (i) 2% per annumIf, and prior to December 31, 2002, Dx. Xxxxxxxxx has not purchased the full $5,000,000 of Maker’s Series C Preferred Stock in the Subsequent Closings (as defined in the Subscription Agreement), then payment of the Deferred Interest shall be further deferred until no share of Series D Preferred Stock remains outstanding or the Series D Early Redemption Period has expired; or (ii) If, prior to December 31, 2002, Dx. Xxxxxxxxx has purchased the full $5,000,000 of Maker’s Series C Preferred Stock in the Subsequent Closings, then Maker shall pay the lesser of (a) the balance of the Deferred Interest, or (b) that dollar amount which, as a percentage of the total amount of Deferred Interest, equals the total payments to date in redemption of the Series D Preferred Stock, as a percentage of the total redemption price of the Series D Preferred Stock, Thereafter, and continuing until payment in full of the balance of the Deferred Interest, but not later than the Termination Date, Maker shall make a payment on the balance of the Deferred Interest upon redemption of any shares of Series D Preferred Stock in an amount equal to that dollar amount which, when added to all previous payments of Deferred Interest, as a percentage of the total amount of Deferred Interest, equals the total payments to date in redemption of the Series D Preferred Stock, as a percentage of the total redemption price of the Series D Preferred Stock. Any amount of Deferred Interest that has been deferred after December 31, 2002, pursuant to the restriction on payment set forth in clause (i) or (ii) above, as applicable, shall be due and payable immediately upon the lapse of such restriction. Any amount of the Deferred Interest which has been deferred in accordance with this section shall not be considered past due and shall accrue interest at the rate (of 9% in the "Interest") same manner applicable to the unpaid principal as set forth above. The amount of Deferred Interest shall be reduced in accordance with any and all elections by Payee from time to time published and at any time to convert all or any portion of the Deferred Interest into shares of Series C Preferred Stock in the "Money Rates" section of The Wall Street Journal as the one-month London Interbank Offer Rate ("LIBOR")accordance with Section 5 below. Interest accruing under this Note after December 31, 2002, including interest accrued after such date on the unpaid Deferred Interest, shall be due and payable quarterly in arrears in cash or in kindquarterly, commencing March 28, 2003 and on the 28th day of every third month thereafter until June 28, 2004, at which time all outstanding principal and accrued but unpaid interest thereon shall be due and payable. Interest will be calculated on the Holder's option, commencing [ ], 2005. (b) The Holder may unpaid principal to the date of each payment. Each payment will be credited first to the accrued interest and then to reduction of principal. Maker shall inquire whether Payee will elect to have interest payable in its sole discretion to receive Interest in shares of the Company's Common Stock ("Interest Shares") as defined below). At least 30 days prior to Maker’s remittance of its quarterly installment payment, Maker shall make a written inquiry to Payee of whether Payee will elect to be paid in accordance Common Stock. This inquiry shall be directed to Mission City Management, Inc., ATTN: Txxxxx X. Xxxxx, Xx., 8000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxx 00000. Maker’s written inquiry shall also state the Conversion Price, with this sectionan explanation of any adjustments to the Conversion Price as prescribed by Section 6. Payment The number of Interest in shares of Common Stock may only occur if: issued as payment of interest shall be determined by dividing the interest payment by the Conversion Price (ias defined in Section 6) there is an effective Registration Statement pursuant to which in effect on the Holder is permitted to utilize the prospectus thereunder to resell all of the Interest Shares; (ii) the Common Stock is listed for trading on a Principal Market; and (iii) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares issuable pursuant to the Offering. Not less than 10 Trading Days prior to each Interest interest payment date. If Payee elects payment in Common Stock, the Holder Payee shall provide the Company with give Maker written notice of its this election to receive Interest hereunder either within 15 days of Maker’s inquiry. Payee’s election shall not be revocable. In the event Payee exercises such conversion rights, certificates representing Common Stock issued as payment therefore shall be delivered within five business days after the Conversion Date (as defined in cash Section 6). After default or Interest Shares. Subject maturity, past due principal and past due interest to the aforementioned conditions, failure to timely provide such extent permitted by law shall bear interest at the Past Due Rate. With at least 45 days’ written notice shall be deemed an election by the Holder to receive the Interest on such date Payee, Maker may prepay this Note in cashwhole or in part at any time without penalty or premium. The number of Interest Shares to be issued upon payment of Interest under this Debenture shall be the number determined by a 10% discount to the average Closing bid price of the Company's Common Stock for the 5 consecutive trading days commencing on the 15th day of the month in which Interest shall by paid (or if such 15th day not a Business Day, then on the Business Day immediately following such date). (c) Payments of principal and interest shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public or private debts. No reference herein to the Agreement and no provisions of this Debenture or of the Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the times, places, and rates, and in the coin or currency, herein prescribed. (d) All payments received on account of this Debenture Prepayments shall be applied first to the payment of accrued and unpaid interest on this Debenture and Note, then to the reduction of the unpaid principal balance of this Debenture. (e) If payment of the outstanding principal amount of this DebentureNote. At any time prior to the prepayment date, together with accrued unpaid interest thereon at Payee shall have the applicable rate of interest (as right to exercise the conversion rights set forth herein)in this Section 3 and in Section 6, is not made on the earlier to occur of (i) the Maturity Date and (ii) the Accelerated Maturity Date (as defined below), then interest shall accrue on the outstanding principal amount due under this Debenture and on any unpaid accrued interest due on this date of the payment in full of such amounts (including from and after the date of the entry of judgment in favor of the Holder in an action to collect this Debenture) at an annual rate equal with respect to the lesser of twelve percent (12%) or the maximum rate of interest permitted by applicable lawprincipal to be prepaid. (f) Notwithstanding anything to the contrary contained in this Debenture, the Company shall not be obligated to pay, and the Holder shall not be entitled to charge, collect, or receive, interest in excess of the maximum rate allowed by applicable law. During any period of time in which the interest rate specified herein exceeds such maximum rate, any amounts of interest collected by the Holder in excess of such maximum rate shall be deemed to apply to principal and all payments of interest and principal shall be recalculated to allow for such characterization. (g) In the event that the date for the payment of any amount payable under this Debenture falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, the time for payment of such amount shall be extended to the next succeeding business day and interest shall continue to accrue on any principal amount so effected until the payment thereof on such extended due date.

Interest and Payment. Subject in each of the following cases to the terms of the Subordination Agreement: (a) The unpaid principal balance of this Debenture shall bear interest, from and including the date hereof to and including the date upon which the principal hereof shall have been paid in full at the rate of not less than 6% per annum, equal to the sum of (i) 2% per annum, and (ii) the interest rate (the "Interest") from time to time published in the "Money Rates" section of The Wall Street Journal as the one-month London Interbank Offer Rate ("LIBOR"). Interest shall be payable quarterly in arrears in cash or in kind, at the Holder's option, commencing [ ], 2005. (b) The Holder may elect in its sole discretion to receive Interest in shares of the Company's Common Stock ("Interest Shares") in accordance with this section. Payment of Interest in shares of Common Stock may only occur if: (i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Interest Shares; (ii) the Common Stock is listed for trading accrue on a Principal Market; and (iii) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares issuable pursuant to the Offering. Not less than 10 Trading Days prior to each Interest payment date, the Holder shall provide the Company with written notice of its election to receive Interest hereunder either in cash or Interest Shares. Subject to the aforementioned conditions, failure to timely provide such written notice shall be deemed an election by the Holder to receive the Interest on such date in cash. The number of Interest Shares to be issued upon payment of Interest under this Debenture shall be the number determined by a 10% discount to the average Closing bid price of the Company's Common Stock for the 5 consecutive trading days commencing on the 15th day of the month in which Interest shall by paid (or if such 15th day not a Business Day, then on the Business Day immediately following such date). (c) Payments of principal and interest shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public or private debts. No reference herein to the Agreement and no provisions of this Debenture or of the Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the times, places, and rates, and in the coin or currency, herein prescribed. (d) All payments received on account of this Debenture shall be applied first to the payment of accrued interest on this Debenture and then to the reduction of the unpaid principal balance of this Debenture. (e) If payment of the outstanding principal amount of this Debenture, together with accrued unpaid interest thereon Subordinated Promissory Note for each Interest Period at the applicable rate of interest (as set forth herein), is not made on equal to the earlier to occur lesser of (i) the Maturity Date sum of the Dividends and Additional Amounts owing for the continuous Dividend Period for the Preferred Securities whether or not such Dividends or Additional Amounts are described or paid and (ii) the Accelerated Maturity Date Maximum Rate (as defined below); (b) The outstanding principal balance of this Subordinated Promissory Note shall be due and payable on demand, then interest shall accrue but if no demand has been made, on August 4, 2005. Interest on the outstanding unpaid principal amount balance of this Subordinated Promissory Note shall be due under this Debenture and payable on any each Interest Payment Date, commencing on the Interest Payment Date occurring on December 31, 1997, until the maturity hereof (whether due to demand, a Maturing Event, or expiration of term), at which time all unpaid principal of and accrued interest due on this Subordinated Promissory Note shall be due and payable; and (c) Maker may prepay principal on this Subordinated Promissory Note upon ten (10) Business Days' prior notice to Payee and the Placement Agent which notice shall specify the prepayment date (which shall be a Dividend Payment Date) and the amount of the payment prepayment (which shall be at least $10,000,000 or any whole multiple of $100,000 in full of such amounts (including from excess thereof or the remaining aggregate principal balance outstanding on this Subordinated Promissory Note) and after shall be irrevocable and effective only upon receipt by Payee and the date of Placement Agent, provided that interest on the entry of judgment in favor of the Holder in an action to collect this Debenture) at an annual rate equal principal prepaid, accrued to the lesser of twelve percent (12%) or the maximum rate of interest permitted by applicable law. (f) Notwithstanding anything to the contrary contained in this Debentureprepayment date, the Company shall not be obligated to pay, and the Holder shall not be entitled to charge, collect, or receive, interest in excess of the maximum rate allowed by applicable law. During any period of time in which the interest rate specified herein exceeds such maximum rate, any amounts of interest collected by the Holder in excess of such maximum rate shall be deemed to apply to principal and all payments of interest and principal shall be recalculated to allow for such characterization. (g) In paid on the event that the date for the payment of any amount payable under this Debenture falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, the time for payment of such amount shall be extended to the next succeeding business day and interest shall continue to accrue on any principal amount so effected until the payment thereof on such extended due prepayment date.

Interest and Payment. Subject in each of the following cases to the terms of the Subordination Agreement: (a) The unpaid principal balance of this Debenture shall bear interest, from and including the date hereof to and including the date upon which the principal hereof shall have been paid in full at the rate of not less than 6% per annum, equal to the sum of (i) 2% per annum, and (ii) the interest rate (the "Interest") from time to time published in the "Money Rates" section of The Wall Street Journal as the one-month London Interbank Offer Rate ("LIBOR"). Interest shall be payable quarterly in arrears in cash or in kind, at the Holder's option, commencing [ ], 2005. (b) The Holder may elect in its sole discretion to receive Interest in shares of the Company's Common Stock ("Interest Shares") in accordance with this section. Payment of Interest in shares of Common Stock may only occur if: (i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the Interest Shares; (ii) the Common Stock is listed for trading accrue on a Principal Market; and (iii) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares issuable pursuant to the Offering. Not less than 10 Trading Days prior to each Interest payment date, the Holder shall provide the Company with written notice of its election to receive Interest hereunder either in cash or Interest Shares. Subject to the aforementioned conditions, failure to timely provide such written notice shall be deemed an election by the Holder to receive the Interest on such date in cash. The number of Interest Shares to be issued upon payment of Interest under this Debenture shall be the number determined by a 10% discount to the average Closing bid price of the Company's Common Stock for the 5 consecutive trading days commencing on the 15th day of the month in which Interest shall by paid (or if such 15th day not a Business Day, then on the Business Day immediately following such date). (c) Payments of principal and interest shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public or private debts. No reference herein to the Agreement and no provisions of this Debenture or of the Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the times, places, and rates, and in the coin or currency, herein prescribed. (d) All payments received on account of this Debenture shall be applied first to the payment of accrued interest on this Debenture and then to the reduction of the unpaid principal balance of this Debenture. (e) If payment of the outstanding principal amount of this Debenture, together with accrued unpaid interest thereon Subordinated Note for each Interest Period at the applicable rate of interest (as set forth herein), is not made on equal to the earlier to occur lesser of (i) the Maturity Date sum of the Dividends and Additional Costs owing for the continuous Dividend Period for the Preferred Stock whether or not such Dividends or Additional Costs are described or paid and (ii) the Accelerated Maturity Date Maximum Rate (as defined below); (b) The outstanding principal balance of this Subordinated Note shall be due and payable on demand, then interest shall accrue but if no demand has been made, on August 4, 2005. Interest on the outstanding unpaid principal amount balance of this Subordinated Note shall be due under this Debenture and payable on any each Interest Payment Date, commencing on the Interest Payment Date occurring on December 31, 1997, until the maturity hereof (whether due to demand, a Maturing Event, or expiration of term), at which time all unpaid principal of and accrued interest due on this Subordinated Note shall be due and payable; and (c) Issuer may redeem this Subordinated Note upon ten (10) Business Days' prior notice to Holder and the Placement Agent which notice shall specify the redemption date (which shall be an Interest Payment Date) and the amount of the payment redemption (which shall be at least $10,000,000 or any whole multiple of $100,000 in full of such amounts (including from excess thereof or the remaining aggregate principal balance outstanding on this Subordinated Note) and after shall be irrevocable and effective only upon receipt by Holder and the date of Placement Agent, provided that interest on the entry of judgment in favor of the Holder in an action to collect this Debenture) at an annual rate equal principal prepaid, accrued to the lesser of twelve percent (12%) or the maximum rate of interest permitted by applicable law. (f) Notwithstanding anything to the contrary contained in this Debentureredemption date, the Company shall not be obligated to pay, and the Holder shall not be entitled to charge, collect, or receive, interest in excess of the maximum rate allowed by applicable law. During any period of time in which the interest rate specified herein exceeds such maximum rate, any amounts of interest collected by the Holder in excess of such maximum rate shall be deemed to apply to principal and all payments of interest and principal shall be recalculated to allow for such characterization. (g) In paid on the event that the date for the payment of any amount payable under this Debenture falls due on a Saturday, Sunday or public holiday under the laws of the State of New York, the time for payment of such amount shall be extended to the next succeeding business day and interest shall continue to accrue on any principal amount so effected until the payment thereof on such extended due redemption date.