Common use of Consequences of Events of Default Clause in Contracts

Consequences of Events of Default. (a) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the interest rate on this Note will increase immediately by an increment of two percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Section). (b) If an Event of Default of the type described in Section 3.1(d) has occurred, the principal amount of this Note (together with all accrued interest thereon and all other amounts payable in connection therewith) will become immediately due and payable without any action on the part of the Holder, and the Companies will immediately pay to the Holder all amounts due and payable with respect to this Note. (c) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)) has occurred, the Holder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Note. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunder.

Consequences of Events of Default. (ai) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurredoccurred and is continuing, the interest rate on this Note will Primary Interest Rate shall increase immediately by an increment of two six (6.0) percentage points per annum to the extent permitted by law. Thereafter, until such time as no Event regardless of the number of Events of Default exists, the interest rate on this Note will increase automatically that are in existence at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum)any given time. Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Sectionsubparagraph if another Event of Default has occurred and is continuing). (bii) If an Event of Default of the type described in Section 3.1(d3(a)(iv) has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholder of this Note, and the Companies will Operating Partnership shall immediately pay to the Holder holder of this Note all amounts due and payable with respect to this Note. (ciii) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d3(a)(iv)) has occurred, the Holder holder of this Note may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of this Note (together with all such amountother amounts then due and payable). If the Holder holder of this Note demands immediate payment and of all or any portion of the amounts due under this Note, the Companies will Operating Partnership shall immediately pay to the Holder such holder all amounts demanded to be paid due and payable with respect to this Note. (div) The Holder will holder of this Note shall also have any other rights which it such holder may have been afforded under any contract or agreement agreement, including the Transaction Documents, at any time and any other rights which the Holder such holder may have pursuant to applicable law. (ev) Each Company The Operating Partnership hereby waives waives, to the extent permitted by law, diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that the Maturity Date of this Note, or the due date of any payment hereunder, may be extended from time to time and that the Holder holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies Operating Partnership hereunder.

Consequences of Events of Default. (ai) If an any Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 a period of 30 days or any other Event of Default has occurredthereafter, then the interest rate on this Note will the Notes shall increase immediately by an increment of two (2) percentage points to (or, if less, the extent highest rate permitted by law). Thereafter, until If any such time as no Event of Default existshas occurred and continues for a period of 360 days thereafter, then the interest rate on this Note will the Notes shall increase automatically at the end of each succeeding fiscal quarter by an additional a further increment of one two (2) percentage points to (for a total increase of four (4) percentage points) (or, if less, the extent highest rate permitted by law (but in no event will the interest rate exceed 18 percent per annumlaw). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Sectionsubparagraph). (bii) If an Event of Default of the type described in Section 3.1(d7.1(iv) has occurred, then the aggregate outstanding principal amount of this Note all of the Notes (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholders of the Notes, and the Companies will Borrowers shall immediately pay to the Holder holders of the Notes all amounts due and payable with respect to this Notethe Notes. (ciii) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d7.1(iv)) has occurredoccurred and is continuing, then the Holder holder or holders of Notes representing a majority of the aggregate principal amount of Notes then outstanding may declare all or any portion of the outstanding principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Notes (together with all such other amounts then due and payable) owned by such holder or holders. The Borrowers shall give prompt written notice of any such demand to the other holders of Notes, each of which may demand immediate payment of all or any portion of such amountholder's Note. If any holder or holders of the Holder demands Notes demand immediate payment and of all or any portion of the amounts due under this NoteNotes, the Companies will Borrowers shall immediately pay to the Holder such holder or holders all amounts demanded to be paid due and payable with respect to this Notesuch Notes. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunder.

Consequences of Events of Default. Subject to Section 3: (ai) If an Subject to Section 3 hereof, if any Event of Default of the type described in Section 3.1(a) or (b4(a)(i) has occurred and continued for 15 days or any other Event of Default has occurredis continuing, the interest rate on this Note will increase immediately by an increment of two percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Section). (b) If an Event of Default of the type described in Section 3.1(d) has occurred, the principal amount holder or holders of this Note (together with all accrued interest thereon and all other amounts payable in connection therewith) will become immediately due and payable without any action on the part of the Holder, and the Companies will immediately pay to the Holder all amounts due and payable with respect to this Note. (c) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)) has occurred, the Holder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued but unpaid interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment thereof; provided, however, that in the event that the holder of this Note then outstanding declares less than all or any portion of such amount. If the Holder demands immediate payment outstanding principal amount of this Note (together with all accrued but unpaid interest thereon and all or any portion other amounts due in connection therewith) due and payable, then such holder shall state the aggregate principal amount of this Note to be declared due and payable. (ii) Subject to Section 3 hereof, if an Event of Default of the type described in Section 4(a)(ii) has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due under and payable with respect thereto) shall become immediately due and payable without any action on the part of the holders of this Note, and the Companies will Company shall immediately pay to the Holder holders of this Note all amounts demanded to be paid due and payable with respect to this Note. (diii) The Holder will Subject to Section 3 hereof, the holder of this Note shall also have any other rights which it the holder may have been afforded under any contract or agreement at any time and any other rights which the Holder such holder may have pursuant to applicable law. (eiv) Each The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this NoteNote (other than any notices expressly provided for herein), and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Notetime, all without in any way affecting the liability of the Companies Company hereunder.

Consequences of Events of Default. (a) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurredoccurred and is continuing, the interest rate Interest Rate on this Note will shall increase immediately by an increment of two percentage points (2%) to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate Interest Rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Sectionsubparagraph). (b) If an Event of Default of the type described in Section 3.1(d3(a)(ii) has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any requirement of a notice, presentment or other action on the part of the Holder, and the Companies will Company shall immediately pay to the Holder all amounts due and payable with respect to this Note. (c) If an Event of Default other than of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)3(a)(ii) has occurred, the Holder may declare all or any portion of the outstanding aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) may, at the option of the holders of Notes with an aggregate outstanding principal amount representing a majority of the aggregate principal amount of all Notes then outstanding (the “Majority Noteholders”), become immediately due and payable payable, and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will Company shall immediately pay to the Holder all amounts demanded to be paid due and payable with respect to this Note. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies Company hereunder.

Consequences of Events of Default. Subject to the restrictions of Article IX: (a) If an Event of Default of the type described in Section 3.1(a10.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the interest rate on this Note will the Notes shall increase immediately by an increment of two 5 percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will shall increase automatically at the end of each succeeding fiscal quarter 30-day period by an additional increment of one 1 percentage points point to the extent permitted by law (but in no event will shall the interest rate exceed 18 percent per annum18%). If any other Event of Default described in Section 10.1(a) or (b) occurs; the interest rate on the Notes shall increase immediately by an increment of 2 percentage points to the extent permitted by law. Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events Event of Default exist exists (subject to subsequent increases pursuant to this Sectionsubparagraph). (b) If an Event of Default of the type described in Section 3.1(d10.1(d)(i) has occurred, the aggregate principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts payable in connection therewith) will shall become immediately due and payable without any action on the part of the Holderholders of the Notes, and the Companies will immediately Company shall, subject to Article IX, pay to the Holder holders of the Notes all amounts due and payable with respect to this Notethe Notes. (c) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than an Event of Default under Section 3.1(d10.1(d)(i)) has occurred, the Holder Majority Noteholders may declare all or any portion of the outstanding principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand, subject to Article IX, payment of all or any portion of the outstanding principal amount of the Notes owned by such holder or holders. The Company shall give prompt written notice of any such demand immediate to the other holders of Notes, each of which may, subject to Article IX, demand payment of all or any portion of such amountholder's Note and the Company shall also give a copy of such demand to the holders of Senior Indebtedness concurrently with sending such demand to the other holders of Notes. If any holder or holders of the Holder demands Notes demand immediate payment and all or any portion of such holder's Notes, the Company shall, subject to Article IX, pay to such holder or holders all amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid and payable with respect to this Notesuch Notes. (d) The Holder will Each holder of the Notes shall also have any other rights rights, subject to Article IX, which it such holder may have been afforded under any contract or agreement at any time and any other rights which the Holder such holder may have pursuant to applicable law. (e) Each The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this any Note, and expressly agrees that this any Note, or any payment hereunder, may be extended from time to time and that the Holder holder thereof may accept security for this any Note or release security for this any Note, all without in any way affecting the liability of the Companies Company hereunder.

Consequences of Events of Default. (ai) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the interest rate on this Note will increase immediately by an increment of two percentage points Subject to the extent permitted by law. Thereafter, until such time as no Event provisions of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation Section 11 of this Section 3.2(a) will terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Section). (b) If an Event of Default of the type described in Section 3.1(d) has occurredNote, the principal amount of this Note (together with all accrued interest thereon and all other amounts payable in connection therewith) will become immediately due and payable without any action on the part of the Holder, and the Companies will immediately pay to the Holder all amounts due and payable with respect to this Note. (c) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default has occurred pursuant to Sections 6(a)(i), (v) or (vi) of this Note, then the holder of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)) has occurred, the Holder Note may declare all or any portion of the outstanding principal amount of this and accrued but unpaid interest and Payments on the Note (together with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment of the Premium Redemption Price thereon. If an Event of Default specified in Section 6(a)(ii) occurs, all of the Notes shall automatically and immediately become due and payable at the Premium Redemption Price. The Company shall give prompt written notice of any such demand to the other holders, if any, of any portion of the Notes, each of which may demand immediate payment of all or any portion of such amountholder's portion of the Notes. If any holder of the Holder Notes demands immediate payment and of all or any portion of such holder's portion of the Notes, the Company shall, subject to the other provisions of this Note (including Section 11), immediately pay the Premium Redemption Price in cash to such holder. (ii) Subject to the provisions of Section 11 of this Note, if an Event of Default has occurred pursuant to Sections 6(a)(iii), (iv) or (vii) of this Note, then (in addition to the other remedies available) the holders of not less than 25% of the aggregate principal amounts of all Notes then outstanding may declare, by written notice to the Company, all or any portion of the amounts Notes due under this Note, and payable at the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Noteapplicable Premium Redemption Price. (diii) The Holder will During the continuance of an Event of Default, the interest on the Note shall accrue at a rate of eleven percent (11.0%) per annum (based on a year of 365 days) on the Face Amount, plus any accrued but unpaid interest and Payments hereon. (iv) Subject to the other provisions of this Note (including Section 11), each holder of any portion of this Note shall also have have, upon the occurrence and continuance of an Event of Default, any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder such holder may have pursuant to applicable lawlaw or contract. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunder.

Consequences of Events of Default. (ai) If any Event of Default (other than an Event of Default of a type described in SECTIONS 4(a)(iii) and 4(a)(vi)) has occurred and is continuing, then the holder or holders of a majority of the unpaid principal amount of the Convertible Notes then outstanding may declare (by written notice delivered to the Company) all or any portion of the outstanding principal amount of the Convertible Notes (together with all accrued interest thereon) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Convertible Notes and interest thereon in accordance with paragraph 2H of the Purchase Agreement. (ii) If an Event of Default of the type described in Section 3.1(aSECTIONS 4(a)(iii) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the interest rate on this Note will increase immediately by an increment of two percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Section). (b) If an Event of Default of the type described in Section 3.1(d4(a)(vi) has occurred, then the aggregate principal amount of this Note the Convertible Notes (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will become immediately due and payable without any action on the part of the Holderholders of the Convertible Notes. Subject to paragraph 2H of the Purchase Agreement, and the Companies Company will immediately pay to the Holder holders of the Convertible Notes all amounts due and payable with respect to this Notethe Convertible Notes upon the occurrence of such Event of Default. (ciii) If an any Event of Default of the a type described in Section 3.1(aSECTIONS 4(a)(i) or (b4(a)(ii) has occurred and continued for 15 days and if is continuing, the interest rate on the Convertible Notes will increase immediately by an increment of 3 percentage points (i.e., 300 basis points), to the extent permitted by applicable law. Any such increase of the interest rate resulting from the operation of this SECTION 4(b)(iii) will terminate as of the close of business on the next date on which no Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default exists (other than under Section 3.1(d)) has occurred, the Holder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will immediately pay subject to the Holder all amounts demanded to be paid with respect subsequent increases pursuant to this NoteSection). (div) The Holder Each holder of the Convertible Notes will also have any other rights which it such holder may have been afforded under any contract or agreement at any time and any other rights which the Holder such holder may have pursuant to applicable law. (e) Each . The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Notethe Convertible Notes, and expressly agrees that this Notethe Convertible Notes, or any payment hereunderthereunder, may be extended from time to time and that the Holder holders thereof may accept security for this Note the Convertible Notes or release security for this Notethe Convertible Notes, all without in any way affecting the liability of the Companies hereunderCompany thereunder.

Consequences of Events of Default. (a) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the total interest rate on this Note will the Notes shall increase immediately by an increment of two (2) percentage points and such two percent (2%) shall be deemed to the extent permitted by law. Thereafter, until such time be and treated as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum)Current Interest. Any increase of the interest rate Current Interest resulting from the operation of this Section 3.2(a) will subsection shall terminate as of the close of business on the date on which no Events Event of Default exist exists (subject to subsequent increases pursuant to this Sectionsubparagraph). Notwithstanding the foregoing, if a Payment Default occurs at any time on or prior to December 31, 2004, the sum of the Current Interest and Deferred Interest with respect to the Notes shall permanently increase by two (2) percentage points (i.e., from sixteen percent (16%) to eighteen percent (18%)); provided, however, that if such Payment Default is cured within one hundred eighty (180) days of the occurrence thereof, the sum of the Current Interest and Deferred Interest shall thereafter decrease to sixteen percent (16%). (b) If an Event of Default of the type described in Section 3.1(d10.1(l) has occurred, then the aggregate principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholders of the Notes, and the Companies will Company shall immediately pay to the Holder holders of the Notes all amounts due and payable with respect to this Notethe Notes. (c) If an any Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default is continuing, then each holder of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)) has occurred, the Holder Notes may declare all or any portion of the outstanding principal amount of this its Note (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of such amount. If the Holder demands immediate payment Note (together with all such other amounts then due and all or any portion of the amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Notepayable) owned by such holder. (d) The Holder will Subject to Section 11 hereof the Agent (at the direction of the Majority Holder), shall also have any other rights which it such holder may have been be afforded under any contract or agreement at any from time to time and any other rights which the Holder such holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that The Agent (at the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability direction of the Companies hereunderMajority Holders) may commence enforcement actions under the Collateral Documents and may exercise the Put under and as defined in the Warrants.

Consequences of Events of Default. (ai) If an any Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 a period of thirty (30) days or any other Event of Default has occurredthereafter, then the interest rate on this the Note will shall increase immediately by an increment of two percentage points to as described in the extent permitted by law. ThereafterNote, until unless the Purchaser has waived such time as no Event of Default exists, or such increase in the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum)rate. Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Sectionsubparagraph). (bii) If an Event of Default of the type described in Section 3.1(d6.1(iv) has occurred, then the aggregate principal amount of this the Note (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholders of the Note, and the Companies will Credit Parties shall immediately pay to the Holder holders of the Note all amounts due and payable with respect to this the Note. (ciii) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d6.1(iv)) has occurredoccurred and is continuing, then the Holder Purchaser may declare all or any portion of the outstanding principal amount of this the Note (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Note (together with all such other amounts then due and payable) owned by such holder or holders. The Credit Parties shall give prompt written notice of any such demand to the other holder or holders of the Note, each of which may demand immediate payment of all or any portion of such amountholder’s Note. If any holder or holders of the Holder demands Note demand immediate payment and of all or any portion of the amounts due under this Note, the Companies will Credit Parties shall immediately pay to the Holder such holder or holders all amounts demanded to be paid due and payable with respect to this such Note. (div) The Holder will also have If an Event of Default has occurred and is continuing, then the Purchaser for itself and as the agent for the holders of the Note may exercise any other one or more of its rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunder.

Consequences of Events of Default. (ai) If an any Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or ten (10) business days, without limiting any other Event of Default has occurredremedies hereunder or at law, the interest rate on this Note will shall increase immediately by an increment of two one (1) percentage points point, to the extent permitted by law. Thereafter, until such time as no Event all Events of Default existshave been cured or waived, the interest rate on this Note will shall increase automatically at the end of each succeeding fiscal quarter ninety-day period by an additional increment of one (1) percentage points point, to the extent permitted by law (but in no event will shall the interest rate exceed 18 percent per annum12.0% and, accordingly, the last such permitted incremental increase in the interest rate shall be one half of one percentage point from 11.5% to 12.0%). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no all Events of Default exist have been cured or waived (subject to subsequent increases pursuant to this Sectionsubparagraph). (bii) If an Event of Default of the type described in Section 3.1(dsubparagraph 4(a)(iii) has occurredoccurred with respect to the Company only, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holder, and the Companies will immediately pay to the Holder all amounts due and payable with respect to holder of this Note. (ciii) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)subparagraph 4(a)(iii) with respect to the Company) has occurredoccurred and is continuing, subject to the provisions of paragraph 3 hereof, the Holder holder of this Note may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Note. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment outstanding principal amount of this Note, Note (together with all such other amounts then due and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunderpayable).

Consequences of Events of Default. (a) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the total interest rate on this the Note will shall increase immediately by an increment of two (2) percentage points (the “Default Rate”), and such two percent (2%) shall be deemed to be and treated as a part of the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum)Current Interest Rate. Any increase of the interest rate Current Interest Rate resulting from the operation of this Section 3.2(a) will subsection shall terminate as of the close of business on the date on which no Events Event of Default exist exists (subject to subsequent increases pursuant to this Sectionsubparagraph). (b) If an any Event of Default of the type described in Section 3.1(d10.1 (other than in subsection (j) or (k) of Section 10.1) has occurredoccurred and is continuing, the Purchaser may, by notice to the Company, take one or more of the following actions: (i) declare the principal amount of this Note (together with all and the accrued interest thereon on the Note to be forthwith due and payable and thereupon the Note, including both principal and interest and all fees, charges and other amounts Obligations payable in connection therewith) will hereunder and under the other Operative Documents, shall be and become immediately due and payable without further demand, presentment, protest or notice of any action on kind; and (ii) enforce any and all rights and remedies available to it under the part of the Holder, and the Companies will immediately pay to the Holder all amounts due and payable with respect to this Note.Operative Documents or applicable law (c) If an any Event of Default of the type described in Section 3.1(asubsection (j) or (bk) of Section 10.1 has occurred and continued for 15 days is continuing, then the Note, including both principal and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 daysinterest, or any other Event of Default (other than under Section 3.1(d)) has occurred, the Holder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all fees, charges and other amounts due in connection therewith) Obligations payable hereunder and under the other Operative Documents, shall immediately become due and payable and demand immediate payment without presentment, demand, protest or notice of all or any portion of such amountkind. If In addition, the Holder demands immediate payment Purchaser may exercise any and all remedies available to it under the Operative Documents or any portion of the amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Note.applicable law.. (d) The Holder will also have If any other rights which it may have been afforded Event of Default described in Section 10.1 has occurred and is continuing, the Purchaser may, subject to the terms of the Senior Subordination Agreement, commence enforcement actions under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this NoteCollateral Documents, and expressly agrees that this Note, or may also exercise any payment hereunder, may be extended from time to time and that all rights it has under the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunderWarrant.

Consequences of Events of Default. (ai) If any Event of Default (other than an Event of Default of a type described in Sections 4(a)(iii) and 4(a)(vi)) has occurred and is continuing, then the holder or holders of a majority of the unpaid principal amount of the Convertible Notes then outstanding may declare (by written notice delivered to the Company) all or any portion of the outstanding principal amount of the Convertible Notes (together with all accrued interest thereon) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Convertible Notes and interest thereon in accordance with paragraph 2H of the Purchase Agreement. (ii) If an Event of Default of the type described in Section 3.1(aSections 4(a)(iii) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the interest rate on this Note will increase immediately by an increment of two percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Section). (b) If an Event of Default of the type described in Section 3.1(d4(a)(vi) has occurred, then the aggregate principal amount of this Note the Convertible Notes (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will become immediately due and payable without any action on the part of the Holderholders of the Convertible Notes. Subject to paragraph 2H of the Purchase Agreement, and the Companies Company will immediately pay to the Holder holders of the Convertible Notes all amounts due and payable with respect to this Notethe Convertible Notes upon the occurrence of such Event of Default. (ciii) If an any Event of Default of the a type described in Section 3.1(aSections 4(a)(i) or (b4(a)(ii) has occurred and continued for 15 days and if is continuing, the interest rate on the Convertible Notes will increase immediately by an increment of 3 percentage points (i.e., 300 basis points), to the extent permitted by applicable law. Any such increase of the interest rate resulting from the operation of this Section 4(b)(iii) will terminate as of the close of business on the next date on which no Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default exists (other than under Section 3.1(d)) has occurred, the Holder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will immediately pay subject to the Holder all amounts demanded to be paid with respect subsequent increases pursuant to this NoteSection). (div) The Holder Each holder of the Convertible Notes will also have any other rights which it such holder may have been afforded under any contract or agreement at any time and any other rights which the Holder such holder may have pursuant to applicable law. (e) Each . The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Notethe Convertible Notes, and expressly agrees that this Notethe Convertible Notes, or any payment hereunderthereunder, may be extended from time to time and that the Holder holders thereof may accept security for this Note the Convertible Notes or release security for this Notethe Convertible Notes, all without in any way affecting the liability of the Companies hereunderCompany thereunder.

Consequences of Events of Default. (ai) If any Event of Default (other than an Event of Default of a type described in Sections 4(a)(iii) and 4(a)(vi)) has occurred and is continuing, then the holder or holders of a majority of the unpaid principal amount of the Convertible Notes then outstanding may declare (by written notice delivered to the Company) all or any portion of the outstanding principal amount of the Convertible Notes (together with all accrued interest thereon) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Convertible Notes and interest thereon in accordance with paragraph 2H of the Purchase Agreement. (ii) If an Event of Default of the type described in Section 3.1(aSections 4(a)(iii) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the interest rate on this Note will increase immediately by an increment of two percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Section). (b) If an Event of Default of the type described in Section 3.1(d4(a)(vi) has occurred, then the aggregate principal amount of this Note the Convertible Notes (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will become immediately due and payable without any action on the part of the Holderholders of the Convertible Notes. Subject to paragraph 2H of the Purchase Agreement, and the Companies Company will immediately pay to the Holder holders of the Convertible Notes all amounts due and payable with respect to this Note. (c) the Convertible Notes upon the occurrence of such Event of Default. If an Event of Default of the type described in Section 3.1(a4(a)(iii) or (b4(a)(vi) has occurred and continued for 15 days and if has not been waived by the Registered Holder in writing, then this Section 4(b)(ii) will also apply to all amounts of unpaid interest as to which an Event of Default had not otherwise occurred. (iii) If any Event of the Default of a type described in Section 3.1(bSections 4(a)(i) or 4(a)(ii) has occurred and continued for 30 daysis continuing, or any other the interest rate on the Convertible Notes will increase immediately by an increment of 3 percentage points (i.e., 300 basis points), to the extent permitted by applicable law. Any such increase of the interest rate resulting from the operation of this Section 4(b)(iii) will terminate as of the close of business on the next date on which no Event of Default exists (other than under Section 3.1(d)) has occurred, the Holder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will immediately pay subject to the Holder all amounts demanded to be paid with respect subsequent increases pursuant to this NoteSection). (div) The Holder Each holder of the Convertible Notes will also have any other rights which it such holder may have been afforded under any contract or agreement at any time and any other rights which the Holder such holder may have pursuant to applicable law. (e) Each . The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Notethe Convertible Notes, and expressly agrees that this Notethe Convertible Notes, or any payment hereunderthereunder, may be extended from time to time and that the Holder holders thereof may accept security for this Note the Convertible Notes or release security for this Notethe Convertible Notes, all without in any way affecting the liability of the Companies hereunderCompany thereunder.

Consequences of Events of Default. (a) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, then the interest rate on this Note will the Notes and any notes issued in exchange for any Securities shall increase immediately by an increment of two 2 percentage points to the extent permitted by lawpoints. Thereafter, until If any such time as no Event of Default existshas occurred and continues for a period of 360 days thereafter, then the interest rate on this Note will the Notes shall increase automatically at the end of each succeeding fiscal quarter by an additional a further increment of one 3 percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annumfor a total increase of 5 percentage points). Any increase of the interest rate resulting from the operation of this Section 3.2(a7.2(a) will shall terminate as of the close of business on the date on which no Events of Default exist exists (subject to subsequent increases pursuant to this SectionSection 7.2(a)). (b) If an Event of Default of the type described in Section 3.1(d7.1(d) has occurred, then the aggregate outstanding principal amount of this Note all of the Notes and any notes issued in exchange for any Securities (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholders thereof, and the Companies will Issuers shall immediately pay to the Holder holders of such notes all amounts due and payable with respect to this Notethereto. (c) If an Event of Default (other than under Section 7.1(d)) has occurred and is continuing, then the holder or holders of Notes representing a majority of the aggregate principal amount of Notes and any notes issued in exchange for any Securities then outstanding may declare all or any portion of the outstanding principal amount of the Notes and any notes issued in exchange for any Securities (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Notes and any notes issued in exchange for any Securities (together with all such other amounts then due and payable) owned by such holder or holders. The Issuers shall give prompt written notice of any such demand to the other holders of Notes and any notes issued in exchange for any Securities, each of which may demand immediate payment of all or any portion of such holder’s Note and any notes issued in exchange for any Securities. If any holder or holders of the Notes and any notes issued in exchange for any Securities demand immediate payment of all or any portion of the Notes and any notes issued in exchange for any Securities, the Issuers shall immediately pay to such holder or holders all amounts due and payable with respect thereto. (d) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)7.1(a) has occurred, then the Holder may declare all holder or any portion holders of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Note. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time Notes and any notes issued in exchange for any Securities then outstanding may require the Issuers to defer all payments, other rights which than salaries provided in the Holder may have pursuant then current budget approved by Purchaser, to applicable lawany Person who owns, directly or indirectly, an Equity Interest in any Issuer. (e) Each Company hereby waives diligenceIf an Event of Default has occurred, presentmentthen the holder or holders of Notes and any notes issued in exchange for any Securities then outstanding may enforce any and all other rights granted pursuant to the Investment Documents, protest and demand and notice of protest and demandincluding, dishonor and nonpayment of this Notewithout limitation, and expressly agrees that this Noteany proxy, security agreement or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunderpledge agreement.

Consequences of Events of Default. (ai) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurredoccurred and is continuing, the interest rate Interest Rate on all obligations under this Note will Note, including, for the avoidance of doubt, on overdue amounts owed pursuant to Section 15, shall automatically increase immediately by an increment of two percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points (2.00%) per annum to the extent permitted by law (but and such default interest shall be payable in no event will kind to the interest rate exceed 18 percent per annumsame extent that the initial Interest Rate is payable in kind). Any increase of the interest rate Interest Rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Sectionsubparagraph). (bii) If an Event of Default of the type described in Section 3.1(d4(a)(ii) has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any requirement of a notice, presentment or other action on the part of the Holder, and the Companies will Company shall immediately pay to the Holder all amounts due and payable with respect to this Note. (ciii) If an Event of Default other than of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)4(a)(ii) has occurred, the Holder may declare all or any portion of the outstanding aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) may, at the option of the Holder upon written notice to the Company, become immediately due and payable payable, and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will Company shall immediately pay to the Holder all amounts demanded to be paid due and payable with respect to this Note. (div) The Holder will also have Notwithstanding the foregoing, the payment by any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have Obligor of amounts due pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any Section 4 shall be subject to the prior payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability full of the Companies hereunderSenior Debt, as set forth in the Subordination Agreement.

Consequences of Events of Default. (ai) If an any Event of Default of the type described in Section 3.1(a5(a)(i) or (bSection 5(a)(ii) has occurred and continued for 15 days or any other Event of Default has occurredis continuing, the interest rate on this Note will shall increase immediately by an increment of two four percentage points point(s) to the extent permitted by law. Thereafter, until such time as no Event Events of Default existsexist, the interest rate on this Note will shall increase automatically at the end of each succeeding fiscal quarter 20-day period by an additional increment of one two percentage points point(s) to the extent permitted by law (but in no event will shall the interest rate exceed 18 percent 15% per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Sectionsubparagraph). (bii) If an Event of Default of the type described in Section 3.1(d5(a)(iii) has occurred, the aggregate outstanding principal amount of this Note the Notes (together with all accrued interest thereon and all other outstanding amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholders of the Notes, and the Companies will Company shall immediately pay to the Holder holders of the Notes all outstanding amounts due and payable with respect to this Notethe Notes. (ciii) If any Event of Default shall have occurred and be continuing (and, in the case of an Event of Default of the type described in Section 3.1(a5(a)(ii), continued for at least 30 days beyond any applicable cure period), then the holder of this Note, at its election, may (but, for the avoidance of doubt shall not be required to) (x) declare the entire outstanding principal amount of, and accrued interest on, this Note shall become due and payable in full or (by) has occurred and continued for 15 days and if an Event of Default of elect to convert the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)) has occurred, the Holder may declare all or any portion of the entire outstanding principal amount of this Note (together into Conversion Stock in accordance with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this NoteSection 4. (div) The Holder will holder of this Note shall also have any other rights which it such holder may have been afforded under any contract or agreement at any time and any other rights which the Holder such holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunder.

Consequences of Events of Default. (ai) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the interest rate on this Note will otherwise applicable to the Notes under Section 1 hereof shall automatically increase immediately by an increment of two percentage 200 basis points above the rate determined pursuant to Section 1(a) of this Note to the extent permitted by applicable law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a5(b)(i) will shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Section)exist. (bii) If an Event of Default of the type described in Section 3.1(d5(a)(iii) has occurred, the aggregate principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholders of the Notes, and the Companies will Payors shall immediately pay to the Holder holders of the Notes all amounts due and payable with respect to this Notethe Notes. (ciii) If an any other Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)5(a)(v) has occurred, the Holder Majority Holders may declare all or any portion of the outstanding principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Notes (together with all such amountother amounts then due and payable), which declaration of payment shall be binding on all of the holders of Notes, with any payments in connection with the declaration of a partial repayment of the Notes to be applied in accordance with Section 3(b) of the Notes. The Payors shall give prompt written notice of any such demand to the other holders of Notes. (iv) If any other Event of Default of the Holder demands immediate payment type described in Section 5(a)(i) has occurred and continued for 10 days without cure or any other Event of Default (other than an Event of Default under Section 5(a)(i), Section 5(a)(iii) or Section 5(a)(v)) has occurred and continued for 30 days without cure, the Majority Holders may declare all or any portion of the outstanding principal amount of the Notes (together with all accrued interest thereon and all other amounts due under this Noteand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Notes (together with all such other amounts then due and payable), which declaration of payment shall be binding on all of the Companies will immediately pay holders of Notes, with any payments in connection with the declaration of a partial repayment of the Notes to be applied in accordance with Section 3(b) of the Notes. The Payors shall give prompt written notice of any such demand to the Holder all amounts demanded to be paid with respect to this Noteother holders of Notes. (dv) The Holder will Each holder of the Notes shall also have any other rights which it such holder may have been afforded under any contract or agreement at any time and any other rights which the Holder such holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunder.

Consequences of Events of Default. Subject in each instance to the terms of the Intercreditor Agreement referred to in Section 9 above: (ai) If an any Event of Default of the type described in Section 3.1(a14(a)(i), (ii), (iii), (iv), (v), (vii), (x), (xi) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the interest rate on this Note will increase immediately by an increment of two percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Section). (b) If an Event of Default of the type described in Section 3.1(dxii) has occurred, the principal amount holder of this Note (together with all accrued interest thereon and all other amounts payable in connection therewith) will become immediately due and payable without any action on the part of the Holder, and the Companies will immediately pay to the Holder all amounts due and payable with respect to this Note. (c) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)) has occurred, the Holder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewithfees thereon) due and payable and demand immediate payment of all or any portion of such amount. outstanding principal amount of this Note (together with all accrued interest and fees thereon). (ii) If the Holder demands immediate payment and all or any portion an Event of Default of the amounts type described in Section 14(a)(vii), (viii) or (ix) has occurred, the principal amount of this Note (together with all accrued interest and fees thereon) shall become immediately due under and payable without any action on the part of the holders of this Note, and the Companies will Makers shall immediately pay to the Holder holder of this Note all amounts demanded to be paid due and payable with respect to this Notethe outstanding principal amount, together with all accrued interest and fees thereon. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (eiii) Each Company Maker hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder holder hereof may accept security for this Note or release all or any security or guarantees for this Note, all without in any way affecting the liability of the Companies each Maker hereunder. (iv) Upon the occurrence of any Event of Default under this Note, the Payee shall have all of the rights and remedies of a secured party under the UCC and under any other applicable law, as the same may from time to time be in effect. Upon demand of the Payee after the occurrence of any Event of Default, each Maker shall deliver, or cause to be delivered, all Collateral covered hereby to the Payee at the Makers’ expense. Any notice which the Payee is required to give to the Makers under the UCC of a time and place of any public sale or the time after which any private sale or other intended disposition of collateral hereunder is to be made shall be deemed to constitute reasonable notice if such notice is mailed by registered or certified mail at least ten (10) days prior to such action. (v) Upon the occurrence of any Event of Default under this Note, the Payee shall have the right to take any action or cause any action to be taken with respect to ▇▇▇▇▇▇▇▇ County, the ▇▇▇▇▇▇▇▇ Sale Agreement or the ▇▇▇▇▇▇▇▇ ▇▇.

Consequences of Events of Default. (ai) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, then the interest rate on this Note will the Notes and all other Obligations (to the extent permitted by law) shall increase immediately by an increment of two percentage (2) percentages points to the extent permitted by law. Thereafter, until such time as no Event Events of Default exists, the interest rate on this Note will shall increase automatically at the end of each succeeding fiscal quarter 30-day period by an additional increment of one two (2) percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum)law. Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events Event of Default exist exists (subject to the subsequent increases pursuant to this Sectionsubparagraph). (bii) If an Event of Default of the type described in Section 3.1(d7.1(iv) has occurred, occurred then the aggregate principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts payable in connection therewithObligations) will shall become immediately due and payable without any action on the part of the Holderholders of the Notes, and the Companies will obligors shall immediately pay to the Holder holders of the Notes all amounts due and payable with respect to this Notethe Notes and all other Obligations. (ciii) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d7.1(iv)) has occurredoccurred and is continuing, the Holder holder or holders of Notes representing a majority of the aggregate principal amount of Notes then outstanding, which majority shall include BTFIC as long as it holds any Notes, may declare all or any portion of the outstanding principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due in connection therewithObligations owned to them) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Notes (together with all such Obligations owned to them then due and payable) owned by such holder or holders. The Company shall give prompt written notice of any such demand to the other holders of Notes, each of which may demand immediate payment of all or any portion of such amountholder's Note. If any holder or holders of the Holder demands Notes demand immediate payment and of all or any portion of the amounts due under this NoteNotes, the Companies will obligors shall immediately pay to the Holder such holder or holders all amounts demanded to be paid due and payable with respect to this Notesuch Notes together with all other Obligations owned to them. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunder.

Consequences of Events of Default. (ai) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurredoccurred and is continuing, the interest rate on this Note will the Notes shall increase immediately by an increment of two percentage points point(s) to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Sectionsubparagraph). (bii) If an Event of Default of the type described in Section 3.1(d6A(iv) has occurred, the aggregate principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the HolderPurchaser, and the Companies will STS shall immediately pay to the Holder Purchaser all amounts due and payable with respect to this Notethe Notes. (ciii) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(dparagraph 6A(iv)) has occurredoccurred and is continuing, the Holder Purchaser may declare all or any portion of the outstanding principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion outstanding principal amount of the Notes (together with all such other amounts then due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Noteand payable) owned by Purchaser. (div) The Holder will Purchaser shall also have any other rights which it Purchaser may have been afforded under this Agreement or any other contract or agreement (including, without limitation, the Security Agreement) at any time and any other rights which the Holder Purchaser may have pursuant to applicable law. All rights and remedies of Purchaser under this Agreement, the Notes and the Security Agreement are subject to the provisions of the Subordination Agreement. (ev) Each Company STS hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Notethe Notes, and expressly agrees that this Notethe Notes, or any payment hereunderthereunder, may be extended from time to time and that the Holder Purchaser may accept security for this Note the Notes or release security for this Notethe Notes, all without in any way affecting the liability of STS under this Agreement, the Companies hereunderNotes or the Security Agreement.

Consequences of Events of Default. (ai) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurredoccurred and is continuing (other than under subparagraph 4(a)(iii), (viii) or (xiii)), the interest rate on this Note will the Notes shall increase immediately by an increment of two one percentage points point to the extent permitted by law. Thereafter, until such time as no Event Events of Default existsexist, the interest rate on this Note will shall increase automatically at the end of each succeeding fiscal quarter 90-day period by an additional increment of one percentage points point to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum)law. Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Sectionsubparagraph). (bii) If an Event of Default of the type described in Section 3.1(dsubparagraph 4(a)(iv) has occurred, the aggregate principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable at the Optional Redemption Price without any action on the part of the Holderholders of the Notes, and the Companies will Company shall immediately pay to the Holder holders of the Notes all amounts due and payable with respect to this Notethe Notes. (ciii) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(dsubparagraph 4(a)(iv) or (vii)) has occurredoccurred and is continuing, the Holder holder or holders of Notes representing a majority of the aggregate principal amount of Notes then outstanding may declare all or any portion of the outstanding principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable at the Optional Redemption Price and may demand immediate payment of all or any portion of the outstanding principal amount of the Notes (together with all such other amounts then due and payable) owned by such holder or holders. The Company shall give prompt written notice of any such demand to the other holders of Notes, each of which may demand immediate payment of all or any portion of such amountholder's Note. If any holder or holders of the Holder demands Notes demand immediate payment and of all or any portion of the amounts due under this NoteNotes, the Companies will Company shall immediately pay to the Holder such holder or holders all amounts demanded to be paid due and payable with respect to this Notesuch Notes. (div) The Holder will If any Event of Default of the type described in subparagraph 4(a)(i) occurs, (A) notwithstanding subparagraph 5(a)(i), the Notes shall become immediately convertible and (B) for each such occurrence, the Minimum Conversion Price and the Conversion Price calculated at the time of conversion shall be reduced by $1.00. (v) If any Event of Default of the type described in subparagraph 4(a)(v) occurs, (A) notwithstanding subparagraph 5(a)(i), the Notes shall become immediately convertible and (B) for each such occurrence, the Minimum Conversion Price and the Conversion Price calculated at the time of conversion shall be reduced by an amount equal to the quotient of (1) the amount of the judgment referred to in subparagraph 4(a)(v) divided by (2) the number of shares of Common Stock Deemed Outstanding at the time of the Event of Default. (vi) If any Event of Default of the type described in subparagraph 4(a)(i) (with respect to the failure to pay any redemption) occurs, (A) notwithstanding Section 5(a)(i), this Note shall become immediately convertible, (B) the Minimum Conversion Price shall be reduced to 75% of the Minimum Conversion Price in effect immediately prior to such adjustment and (C) the Conversion Price calculated at the time of conversion shall be reduced to 75% of the lesser of (1) the applicable Conversion Price in effect at the time of conversion immediately prior to such adjustment and (2) the Market Price of a share of Common Stock at the time of conversion. Thereafter, for each succeeding 90-day period that the Event of Default continues following the initial Event of Default referred to above continues, (x) the Minimum Conversion Price shall be reduced to 75% of the Minimum Conversion Price in effect immediately prior to such adjustment, (y) the Conversion Price calculated at the time of conversion shall be reduced to 75% of the lesser of (a) the Conversion Price in effect at the time of conversion immediately prior to such adjustment and (b) the Market Price of a share of Common Stock at the time of conversion. In no event shall any Conversion Price adjustment hereunder be rescinded. For example, assume that an Event of Default of the type described in subparagraph 4(a)(i) (with respect to the failure to pay any redemption) has occurred and this Note becomes immediately convertible. Then assume that one year prior to such Event of Default there had been a two-for-one stock split by the Company. Finally, assume that, pursuant to Section 5(b)(i), the Maximum Conversion Price, the Minimum Conversion Price and the Conversion Price at the time of conversion would initially be $10.00, $6.67 and $10.00, respectively. In this case, the Maximum Conversion Price, the Minimum Conversion Price and the Conversion Price of $10.00, $6.67 and $10.00 would first be decreased pursuant to Section 5(d) from $10.00 to $5.00, $6.67 to $3.34 and $10.00 to $5.00, respectively. Then, (i) the Minimum Conversion Price would be reduced to 75% of $3.34, or $2.51 and (ii) if the Market Price of a share of Common Stock at the time of conversion exceeds $7.50, the Conversion Price calculated at the time of conversion would be reduced to 75% of $5.00, or $3.75. If the Event of Default had existed for an additional 90 days following the initial Event of Default, (a) the Minimum Conversion Price at the time of conversion would be reduced to 75% of $2.51, or $1.88 and (b) if the Market Price of a share of Common Stock at the time of conversion exceeds $5.625, the Conversion Price at the time of conversion would be reduced to 75% of $3.75, or $2.8125. If the Event of Default had existed for an additional 90 days following the initial Event of Default, (i) the Minimum Conversion Price at the time of conversion would be further reduced to 75% of $1.88, or $1.41 and (ii) if the Market Price of a share of Common Stock at the time of conversion exceeds $4.21875, the Conversion Price at the time of conversion would be further reduced to 75% of $2.8125, or $2.10938. (vii) If any Event of Default of the type described in subparagraph 4(a)(vii) occurs, notwithstanding Section 5(a)(i), this Note shall become immediately convertible. Thereafter, for each succeeding fiscal quarter that such an Event of Default occurs following the initial Event of Default referred to above, the holders of the Notes may require the Company to deposit in a Blocked Account an amount in cash equal to $2,500,000 plus an amount that would generate a 35% internal rate of return on such $2,500,000 from the date of issuance of the Notes through the date such funds are deposited in such Blocked Account. Any interest paid pursuant to the Notes with respect to $2,500,000 principal amount of the Notes shall be credited towards the calculation of such 35% internal rate of return; provided, that if the cash deposit referred to above is not deposited by the Company into such Blocked Account within ten (10) days following a request by the holders of the Notes to make such a deposit, the holders of the Notes shall have the right to direct (A) the Licensees to pay earned licensee fees and (B) the Company to pay binder profits directly to such Blocked Account pursuant to the terms of the Security Agreement and the Side Agreements (each as defined in the Purchase Agreement). (viii) If any Event of Default of the type described in subparagraph 4(a)(ix) occurs, (A) notwithstanding subparagraph 5(a)(i), the Notes shall become immediately convertible and (B) the Conversion Price calculated at the time of conversion shall be reduced to the lesser of (1) the Conversion Price immediately prior to the public announcement of such Organic Change and (2) the lowest Conversion Price that could have been determined had conversion occurred prior to the consummation of such Organic Change. (ix) If any Event of Default exists, each holder of the Notes shall also have any other rights which it may have been afforded such holder is entitled to under the Purchase Agreement or any other contract or agreement at any time and any other rights which the Holder such holder may have pursuant to applicable law. (ex) Each The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies Company hereunder.

Consequences of Events of Default. (a) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, then the interest rate on this Note will the Notes and any notes issued in exchange for any Securities shall increase immediately by an increment of two 3 percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum)points. Any increase of the interest rate resulting from the operation of this Section 3.2(a7.2(a) will shall terminate as of the close of business on the date on which no Events of Default exist exists (subject to subsequent increases pursuant to this SectionSection 7.2(a)). (b) If an Event of Default of the type described in Section 3.1(d7.1(d) has occurred, then the aggregate outstanding principal amount of this Note all of the Notes and any notes issued in exchange for any Securities (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholders thereof, and the Companies will Issuer shall immediately pay to the Holder holders of such notes all amounts due and payable with respect to this Notethereto. (c) If an Event of Default (other than under Section 7.1(d)) has occurred and is continuing, then Purchaser or any other the holder or holders of Notes representing a majority of the aggregate principal amount of Notes and any notes issued in exchange for any Securities then outstanding may declare all or any portion of the outstanding principal amount of the Notes and any notes issued in exchange for any Securities (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Notes and any notes issued in exchange for any Securities (together with all such other amounts then due and payable) owned by such holder or holders. Issuer shall give prompt written notice of any such demand to the other holders of Notes and any notes issued in exchange for any Securities, each of which may demand immediate payment of all or any portion of such holder’s Note and any notes issued in exchange for any Securities. If any holder or holders of the Notes and any notes issued in exchange for any Securities demand immediate payment of all or any portion of the Notes and any notes issued in exchange for any Securities, Issuer shall immediately pay to such holder or holders all amounts due and payable with respect thereto. (d) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)7.1(a) has occurred, the Holder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Note. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time then Purchaser and any other rights which holder or holders of Notes and any notes issued in exchange for any Securities then outstanding may require Issuer to defer all payments, other than salaries provided in the Holder may have pursuant then current budget approved by Purchaser, to applicable lawany Person who owns, directly or indirectly, any Equity Interest in Issuer. (e) Each Company hereby waives diligenceIf an Event of Default has occurred, presentmentthen Purchaser and any other holder or holders of Notes and any notes issued in exchange for any Securities then outstanding may enforce any and all other rights granted pursuant to the Investment Documents, protest and demand and notice of protest and demandincluding any proxy, dishonor and nonpayment of this Note, and expressly agrees that this Note, security agreement or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunderpledge agreement.

Consequences of Events of Default. (a) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, the total interest rate on this Note will the Notes shall increase immediately by an increment of two (2) percentage points and such two percent (2%) shall be deemed to the extent permitted by law. Thereafter, until such time be and treated as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum)Current Interest. Any increase of the interest rate Current Interest resulting from the operation of this Section 3.2(a) will subsection shall terminate as of the close of business on the date on which no Events Event of Default exist exists (subject to subsequent increases pursuant to this Sectionsubparagraph). Notwithstanding the foregoing, if a Payment Default occurs at any time on or prior to December 31, 2004, the sum of the Current Interest and Deferred Interest with respect to the Notes shall permanently increase by two (2) percentage points; provided, however, that if such Payment Default is cured within one hundred eighty (180) days of the occurrence thereof, the sum of the Current Interest and Deferred Interest shall thereafter decrease to sixteen percent (16%) with respect to the A Notes and fourteen percent (14%) with respect to the B Note. (b) If an Event of Default of the type described in Section 3.1(d10.1(l) has occurred, then the aggregate principal amount of this Note the Notes (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholders of the Notes, and the Companies will Company shall immediately pay to the Holder holders of the Notes all amounts due and payable with respect to this Notethe Notes. (c) If an any Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default is continuing, then each holder of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)) has occurred, the Holder Notes may declare all or any portion of the outstanding principal amount of this its Note (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of such amount. If the Holder demands immediate payment Note (together with all such other amounts then due and all or any portion of the amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Notepayable) owned by such holder. (d) The Holder will Subject to Section 11 hereof the Agent (at the direction of the Majority Holders, shall also have any other rights which it such holder may have been be afforded under any contract or agreement at any from time to time and any other rights which the Holder such holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that The Agent (at the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability direction of the Companies hereunderMajority Holders) may commence enforcement actions under the Collateral Documents and may exercise the Put under and as defined in the Warrants.

Consequences of Events of Default. (a) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, then the interest rate on this Note will the Notes and any Put Notes shall increase immediately by an increment three percent (3.0%) per annum, so that, for instance, in the case of two percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default existsNote A, the interest rate on this from and after the applicable Event of Default shall be fourteen percent (14%) per annum and in the case of Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will B, the interest rate exceed 18 from and after the applicable Event of Default shall be seventeen percent (17%) per annumannum (each, the “Default Rate”). Any increase of the interest rate resulting from the operation of this Section 3.2(a6.2(a) will shall terminate as of the close of business on the date on which no Events of Default exist exists (subject to subsequent increases pursuant to this SectionSection 6.2(a). If any interest owed on the Notes or any Put Note is not paid as and when due, then Purchaser in its sole and absolute discretion may without notice (i) cause such unpaid interest to be capitalized and added to the outstanding principal balance of the Notes or Put Note, as applicable, or (ii) leave such unpaid interest to continue to accrue and remain due and owing. Any unpaid interest that Purchaser elects to capitalize and add to the outstanding principal balance of the applicable Note or applicable Put Note shall not cure any Event of Default. (b) If an Event of Default of the type described in Section 3.1(d6.1(d) has occurred, then the outstanding principal amount of this Note the Notes and any Put Notes (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholders thereof, and the Companies will any Issuer Party shall immediately pay to the Holder holders of such notes all amounts due and payable with respect to this Notethereto. (c) If an Event of Default (other than under Section 6.1(d)) has occurred and is continuing, then Purchaser or any other holder of the Notes or any Put Note may declare all or any portion of the outstanding principal amount of the Notes and any Put Notes (together with all accrued interest thereon and all other amounts due and payable with respect thereto including any prepayment premium payable pursuant to the Notes) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Notes and any Put Notes (together with all such other amounts then due and payable including any prepayment premium payable pursuant to the applicable Note) owned by Purchaser or such other noteholders, and any Issuer Party shall immediately pay to such holder all amounts due and payable with respect thereto. (d) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)6.1(a) has occurred, the Holder may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewith) due and payable and demand immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will immediately pay to the Holder all amounts demanded to be paid with respect to this Note. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time then Purchaser and any other rights which holders of the Holder Notes or Put Notes then outstanding may have pursuant require the Issuer Party thereof to applicable lawdefer all payments to any Person who owns, directly or indirectly, any Equity Interests in such Issuer Party other than current compensation, excluding discretionary bonuses. (e) Each Company hereby waives diligenceIf an Event of Default has occurred, presentmentthen Purchaser may enforce any and all other rights granted pursuant to the Investment Documents, protest and demand and notice including any proxy, security agreement or pledge agreement, to the extent permitted under the terms of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereundersuch agreement.

Consequences of Events of Default. Subject to Section 3: (ai) If an any Event of Default of the type described in Section 3.1(a5(a)(i), Section 5(a)(ii) or (bSection 5(a)(iv) has occurred and continued for 15 days or any other Event of Default has occurredis continuing, the interest rate on this Note will increase immediately by an increment of two percentage points to the extent permitted by law. Thereafter, until such time as no Event of Default exists, the interest rate on this Note will increase automatically at the end of each succeeding fiscal quarter by an additional increment of one percentage points to the extent permitted by law (but in no event will the interest rate exceed 18 percent per annum). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Section). (b) If an Event of Default of the type described in Section 3.1(d) has occurred, the principal amount of this Note (together with all accrued interest thereon and all other amounts payable in connection therewith) will become immediately due and payable without any action on the part of the Holder, and the Companies will immediately pay to the Holder all amounts due and payable with respect to this Note. (c) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d)) has occurred, the Holder Seller may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of this Note (together with all such amountother amounts then due and payable). If the Holder Seller demands immediate payment and of all or any portion of the amounts due under this Note, the Companies will Company shall immediately pay to the Holder Seller all amounts demanded due and payable with respect to be paid this Note. In addition, during the period, if any, in which an Event of Default of the type described in Section 5(a)(i), Section 5(a)(ii) or Section 5(a)(iv) has occurred and is continuing, the interest rate on this Note will increase immediately to twelve percent (12%) per annum. Any such increase of the interest rate resulting from the operation of this Section 5(b)(i) will terminate as of the close of business on the next day on which no Event of Default exists. (ii) If an Event of Default of the type described in Section 5(a)(iii) has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) shall become immediately due and payable without any action on the part of the Seller, and the Company shall immediately pay to the Seller all amounts due and payable with respect to this Note. (diii) The Holder will Seller shall also have any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (eiv) Each The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunderthereunder, may be extended from time to time and that the Holder Seller may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies Company hereunder.

Consequences of Events of Default. (ai) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurredoccurred and is continuing, the interest rate on this the Note will shall increase immediately by an increment of two one percentage points point to the extent permitted by law. Thereafter, until such time as no Event Events of Default existsexist, the interest rate on this Note will shall increase automatically at the end of each succeeding fiscal quarter 60-day period by an additional increment of one percentage points point to the extent permitted by law (but in no event will shall the interest rate exceed 18 percent per annum11 1/2%). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Sectionsubparagraph). (bii) If an Event of Default of the type described in Section 3.1(dsubparagraph 3(a)(iv) has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholder of this Note, and the Companies will Company shall immediately pay to the Holder holder of this Note all amounts due and payable with respect to this Note. (ciii) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(dsubparagraph 3(a)(iv)) has occurredoccurred and is continuing, the Holder holder of this Note may declare all or any portion of the outstanding principal amount of this Note (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and demand payable. If any holder of this Note demands immediate payment of all or any portion of such amount. If the Holder demands immediate payment and all or any portion of the amounts due under this Note, the Companies will Company shall immediately pay to the Holder such holder all amounts demanded to be paid due and payable with respect to this Note. (div) The Holder will holder of this Note shall also have any other rights which it such holder may have been afforded under any contract or agreement at any time and any other rights which the Holder such holder may have pursuant to applicable law. (ev) Each The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies Company hereunder.

Consequences of Events of Default. (ai) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days or any other Event of Default has occurred, then the interest rate on this Note will the Notes and any notes issued in exchange for any Securities shall increase immediately by an increment of two three percentage points to (or, if less, the extent highest rate permitted by law). Thereafter, until If any such time as no Event of Default existshas occurred and continues for a period of 360 days thereafter, then the interest rate on this Note will the Notes shall increase automatically at the end of each succeeding fiscal quarter by an additional a further increment of one two percentage points to (for a total increase of five percentage points) (or, if less, the extent highest rate permitted by law (but in no event will the interest rate exceed 18 percent per annumlaw). Any increase of the interest rate resulting from the operation of this Section 3.2(a) will subparagraph shall terminate as of the close of business on the date on which no Events of Default exist (subject to subsequent increases pursuant to this Sectionsubparagraph). (bii) If an Event of Default of the type described in Section 3.1(d7.1(iv) has occurred, then the aggregate outstanding principal amount of this Note all of the Notes and any notes issued in exchange for any Securities (together with all accrued interest thereon and all other amounts due and payable in connection therewithwith respect thereto) will shall become immediately due and payable without any action on the part of the Holderholders thereof, and the Companies will Borrowers shall immediately pay to the Holder holders of such notes all amounts due and payable with respect to this Notethereto. (ciii) If an Event of Default of the type described in Section 3.1(a) or (b) has occurred and continued for 15 days and if an Event of Default of the type described in Section 3.1(b) has occurred and continued for 30 days, or any other Event of Default (other than under Section 3.1(d7.1(iv)) has occurredoccurred and is continuing, then the Holder holder or holders of Notes representing not less than 100% of the aggregate principal amount of Notes and any notes issued in exchange for any Securities then outstanding may declare all or any portion of the outstanding principal amount of this Note the Notes and any notes issued in exchange for any Securities (together with all accrued interest thereon and all other amounts due in connection therewithand payable with respect thereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding principal amount of the Notes and any notes issued in exchange for any Securities (together with all such other amounts then due and payable) owned by such holder or holders. The Borrowers shall give prompt written notice of any such demand to the other holders of Notes and any notes issued in exchange for any Securities, each of which may demand immediate payment of all or any portion of such amountholder’s Note and any notes issued in exchange for any Securities. If any holder or holders of the Holder demands Notes and any notes issued in exchange for any Securities demand immediate payment and of all or any portion of the amounts due under this NoteNotes and any notes issued in exchange for any Securities, the Companies will Borrowers shall immediately pay to the Holder such holder or holders all amounts demanded to be paid due and payable with respect to this Notethereto. (d) The Holder will also have any other rights which it may have been afforded under any contract or agreement at any time and any other rights which the Holder may have pursuant to applicable law. (e) Each Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Note or release security for this Note, all without in any way affecting the liability of the Companies hereunder.