Common use of Consequences of Events of Default Clause in Contracts

Consequences of Events of Default. (i) Upon the occurrence of any Event of Default, the Lender may declare any of the Obligations to be immediately due and payable and shall have, in addition to all other rights and remedies granted to it in this Agreement or any other Transaction Document, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality of the foregoing, (w) the Lender may, subject to the UCC and other applicable law, peaceably and without notice enter any premises of the Company, take possession of any of the Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for all or any part of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisable; provided, however, that the Company shall be credited with the net proceeds of sale only when such proceeds are finally collected by the Lender. (ii) For the purpose of enabling the Lender to exercise its rights and remedies under this Section 9 during the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to the Company) to use, license or sublicense any intellectual property Collateral. (iii) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting the Lender’s rights against the Company. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and the Company shall be credited with the proceeds of the sale. (iv) The cash proceeds actually received from the sale or other disposition or collection of Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be applied first, to the payment of the reasonable costs and expenses of the Lender in exercising or enforcing its rights hereunder and in collecting or attempting to collect any of the Collateral, and to the payment of all other amounts payable to the Lender; and second, to the payment of the Obligations. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of in accordance with the UCC or other applicable law. The Company shall remain liable to the Lender for any deficiency which exists after any sale or other disposition or collection of Collateral. (v) The Lender shall also have any other rights which the Lender may have been afforded under any contract or agreement at any time and any other rights which the Lender may have pursuant to applicable law. The Lender may exercise any and all of its remedies under this Note, the Agreement and the other Transaction Documents contemporaneously or separately from the exercise of any other remedies hereunder or under applicable law.

Consequences of Events of Default. (i) Upon the occurrence of any Event of Default, the Lender may declare any of the Obligations to be immediately due and payable and shall have, in addition to all other rights and remedies granted to it in this Agreement or any other Transaction Document, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality of the foregoing, (w) the Lender may, subject to the UCC and other applicable law, peaceably and without notice enter any premises of the Company, take possession of any of the Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇s▇▇ for all or any part of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisable; provided, however, that the Company shall be credited with the net proceeds of sale only when such proceeds are finally collected by the Lender. (ii) For the purpose of enabling the Lender to exercise its rights and remedies under this Section 9 during the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to the Company) to use, license or sublicense any intellectual property Collateral. (iii) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting the Lender’s rights against the Company. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and the Company shall be credited with the proceeds of the sale. (iv) The cash proceeds actually received from the sale or other disposition or collection of Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be applied first, to the payment of the reasonable costs and expenses of the Lender in exercising or enforcing its rights hereunder and in collecting or attempting to collect any of the Collateral, and to the payment of all other amounts payable to the Lender; and second, to the payment of the Obligations. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of in accordance with the UCC or other applicable law. The Company shall remain liable to the Lender for any deficiency which exists after any sale or other disposition or collection of Collateral. (v) The Lender shall also have any other rights which the Lender may have been afforded under any contract or agreement at any time and any other rights which the Lender may have pursuant to applicable law. The Lender may exercise any and all of its remedies under this Note, the Agreement and the other Transaction Documents contemporaneously or separately from the exercise of any other remedies hereunder or under applicable law.

Consequences of Events of Default. (i) Upon If an Event of Default of the occurrence type described in paragraph 4(a)(iii) hereof has occurred, the aggregate principal amount of the Debentures (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 holders of the Debentures, and, subject to the provisions of paragraph 3(a) hereof, the Company shall immediately pay to the holders of the Debentures all amounts due and payable with respect to the Debentures. (ii) If any Event of DefaultDefault of the type described in paragraphs 4(a)(i) or (ii) hereof has occurred and continued for 15 days or any other Event of Default (other than under paragraph 4(a)(iii) hereof) has occurred and is continuing, the Lender holder or holders of Debentures representing a majority of the aggregate principal amount of Debentures then outstanding may declare all or any portion of the Obligations outstanding principal amount of the Debentures (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to be immediately due and payable and shall have, in addition to all other rights and remedies granted to it in this Agreement or any other Transaction Document, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality of the foregoing, (w) the Lender may, subject to the UCC and other applicable lawprovisions of paragraph 3 hereof, peaceably and without notice enter any premises of the Company, take possession of any of the Collateral, remove or dispose demand immediate payment of all or part any portion of the Collateral on any premises outstanding principal amount of the Debentures (together with all such other amounts then due and payable) held by such holder or holders. The Company or elsewhereshall give prompt written notice of any such demand to the other holders of Debentures, and otherwise collecteach of which may, receivesubject to the provisions of paragraph 3 hereof, appropriate and realize upon demand immediate payment of all or any part portion of such holder's Debenture. Subject to the provisions of paragraph 3 hereof, if any holder or holders of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for Debentures demand immediate payment of all or any part portion of the CollateralDebentures, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisable; provided, however, that the Company shall be credited immediately pay to such holder or holders all amounts due and payable with the net proceeds of sale only when respect to such proceeds are finally collected by the Lender. (ii) For the purpose of enabling the Lender to exercise its rights and remedies under this Section 9 during the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to the Company) to use, license or sublicense any intellectual property CollateralDebentures. (iii) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any Each holder of the Obligations, all without affecting the Lender’s rights against the Company. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and the Company shall be credited with the proceeds of the sale. (iv) The cash proceeds actually received from the sale or other disposition or collection of Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be applied first, to the payment of the reasonable costs and expenses of the Lender in exercising or enforcing its rights hereunder and in collecting or attempting to collect any of the Collateral, and to the payment of all other amounts payable to the Lender; and second, to the payment of the Obligations. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of in accordance with the UCC or other applicable law. The Company shall remain liable to the Lender for any deficiency which exists after any sale or other disposition or collection of Collateral. (v) The Lender Debentures shall also have any other rights which the Lender such holder may have been afforded under any contract or agreement at any time and any other rights which the Lender such holder may have pursuant to applicable law. . (iv) The Lender Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Debenture, and expressly agrees that this Debenture, or any payment hereunder, may exercise be extended from time to time, all without in any and all way affecting the liability of its remedies under this Note, the Agreement and the other Transaction Documents contemporaneously or separately from the exercise of any other remedies hereunder or under applicable lawCompany hereunder.

Consequences of Events of Default. Subject to the rights of Western Alliance Bank under the Senior Credit Facility, if any Event of Default shall occur for any reason, whether voluntary or involuntary, or continue beyond the expiration of any applicable cure period: (i) Upon the occurrence of any Event of Defaultupon notice or demand, the Lender Lender’s Agent may declare the outstanding indebtedness under this Note, together with all other amounts due or owing to Lender pursuant to any Ancillary Agreements, to be due and payable, whereupon each of the Obligations to foregoing shall be and become immediately due and payable payable, and the Company shall haveimmediately pay to Lender all such indebtedness, in addition to all other rights and remedies granted to it in this Agreement without presentment, demand, protest or any other Transaction Documentnotice of any kind, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality of the foregoing, (w) the Lender may, subject to the UCC and other applicable law, peaceably and without notice enter any premises of which are hereby expressly waived by the Company, take possession of anything contained herein or in any of the Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for all or any part of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available Ancillary Agreement to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisablecontrary notwithstanding; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the United States Bankruptcy Code, then all indebtedness under this Note, together with all other amounts due or owing to Lender pursuant to any Ancillary Agreements, shall automatically be credited with the net proceeds due immediately without notice of sale only when such proceeds are finally collected by the Lender.any kind; (ii) For the purpose of enabling the Lender Lender’s Agent may exercise from time to exercise its time any rights and remedies available to him under this Section 9 during applicable law, including without limitation the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license right to: (exercisable without payment or royalty or other compensation to the CompanyA) to use, license or sublicense any intellectual property Collateral. (iii) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting the Lender’s rights against the Company. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition immediate possession of the Collateral by Lender’s Agent, (B) institute legal proceedings to foreclose upon the lien and compliance will not be considered adversely security interest granted under the Security Agreement or for the sale of all Collateral, to affect recover judgment for all amounts then due and owing from the commercial reasonableness Company, and to collect the same out of any Collateral or the proceeds of any sale of the Collateral. The Lender may sell , and (C) peacefully enter upon any premises (whether it be the Collateral without giving any warranties as Lender’s Agent, his agents or attorneys, or an appointment of a receiver selected or appointed by Lender’s Agent to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and which the Company shall consent to in all respects) where Collateral may then be credited with the proceeds located, and take possession of the sale. (iv) The cash proceeds actually received from the sale all or any of it and/or render it unusable and without being responsible for loss or damage to such Collateral, hold, operate, sell, lease, or dispose of all or any Collateral at one or more public or private sales, leasings or other disposition dispositions, at places and times and on terms and conditions as Lender may deem fit, without any previous demand or collection of Collateral, and any other amounts received in respect of the Collateral the application of which advertisement (unless such demand or advertisement is not otherwise provided for herein, shall be applied first, expressly required by law). The Company agrees to the payment of the reasonable pay Lender’s Agent all out-of-pocket costs and expenses of the reasonably incurred by Lender’s Agent and Lender in exercising or enforcing its rights hereunder and in collecting or attempting any effort to collect indebtedness under this Note and to exercise remedies under the Note Agreement or any of the CollateralAncillary Agreement, including, without limitation, reasonable attorneys’ fees, and to pay interest at the payment of all other amounts payable Default Rate on such costs and expenses to the extent not paid when demanded. Lender; and second, to the payment of the Obligations. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of in accordance with the UCC or other applicable law. The Company shall remain liable to the Lender for any deficiency which exists after any sale or other disposition or collection of Collateral. (v) The Lender shall also have any other rights which the Lender may have been afforded under any contract or agreement at any time and any other rights which the Lender may have pursuant to applicable law. The Lender ’s Agent may exercise any and all of its remedies under this Note, the Note Agreement and the other Transaction Documents or any Ancillary Agreement contemporaneously or separately from the exercise of any other remedies hereunder or under applicable law.

Consequences of Events of Default. Subject to the rights of Western Alliance Bank under the Senior Credit Facility, if any Event of Default shall occur for any reason, whether voluntary or involuntary, or continue beyond the expiration of any applicable cure period: (i) Upon the occurrence of any Event of Defaultupon notice or demand, the Lender Lenders’ Agent may declare the outstanding indebtedness under this Note, together with all other amounts due or owing to Lender pursuant to any Ancillary Agreements, to be due and payable, whereupon each of the Obligations to foregoing shall be and become immediately due and payable payable, and the Company shall haveimmediately pay to Lender all such indebtedness, in addition to all other rights and remedies granted to it in this Agreement without presentment, demand, protest or any other Transaction Documentnotice of any kind, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality of the foregoing, (w) the Lender may, subject to the UCC and other applicable law, peaceably and without notice enter any premises of which are hereby expressly waived by the Company, take possession of anything contained herein or in any of the Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for all or any part of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available Ancillary Agreement to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisablecontrary notwithstanding; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the United States Bankruptcy Code, then all indebtedness under this Note, together with all other amounts due or owing to Lender pursuant to any Ancillary Agreements, shall automatically be credited with the net proceeds due immediately without notice of sale only when such proceeds are finally collected by the Lender.any kind; (ii) For the purpose of enabling the Lender Lenders’ Agent may exercise from time to exercise its time any rights and remedies available to him under this Section 9 during applicable law, including without limitation the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license right to: (exercisable without payment or royalty or other compensation to the CompanyA) to use, license or sublicense any intellectual property Collateral. (iii) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting the Lender’s rights against the Company. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition immediate possession of the Collateral by Lenders’ Agent, (B) institute legal proceedings to foreclose upon the lien and compliance will not be considered adversely security interest granted under the Security Agreement or for the sale of all Collateral, to affect recover judgment for all amounts then due and owing from the commercial reasonableness Company, and to collect the same out of any Collateral or the proceeds of any sale of the Collateral. The Lender may sell , and (C) peacefully enter upon any premises (whether it be the Collateral without giving any warranties as Lenders’ Agent, his agents or attorneys, or an appointment of a receiver selected or appointed by Lenders’ Agent to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and which the Company shall consent to in all respects) where Collateral may then be credited with the proceeds located, and take possession of the sale. (iv) The cash proceeds actually received from the sale all or any of it and/or render it unusable and without being responsible for loss or damage to such Collateral, hold, operate, sell, lease, or dispose of all or any Collateral at one or more public or private sales, leasings or other disposition dispositions, at places and times and on terms and conditions as Lender may deem fit, without any previous demand or collection of Collateral, and any other amounts received in respect of the Collateral the application of which advertisement (unless such demand or advertisement is not otherwise provided for herein, shall be applied first, expressly required by law). The Company agrees to the payment of the reasonable pay Lenders’ Agent all out-of-pocket costs and expenses of the reasonably incurred by Lenders’ Agent and Lender in exercising or enforcing its rights hereunder and in collecting or attempting any effort to collect indebtedness under this Note and to exercise remedies under the Note Agreement or any of the CollateralAncillary Agreement, including, without limitation, reasonable attorneys’ fees, and to pay interest at the payment of all other amounts payable Default Rate on such costs and expenses to the Lender; and second, to the payment of the Obligationsextent not paid when demanded. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of in accordance with the UCC or other applicable law. The Company shall remain liable to the Lender for any deficiency which exists after any sale or other disposition or collection of Collateral. (v) The Lender shall also have any other rights which the Lender may have been afforded under any contract or agreement at any time and any other rights which the Lender may have pursuant to applicable law. The Lender Lenders’ Agent may exercise any and all of its remedies under this Note, the Note Agreement and the other Transaction Documents or any Ancillary Agreement contemporaneously or separately from the exercise of any other remedies hereunder or under applicable law.

Consequences of Events of Default. (i) Upon Subject to the occurrence of Existing Credit Agreement, if any Event of DefaultDefault occurs for any reason, whether voluntary or involuntary, and continues beyond the expiration of any applicable cure period: (a) upon notice or demand, the Lender Holder may declare any the outstanding indebtedness under this Note (which shall be equal to the Make Whole Amount, together with all accrued and unpaid interest thereon prior to the date of such declaration) and other obligations under this Note, to be due and payable, whereupon each of the Obligations to foregoing shall be and become immediately due and payable payable, and the Issuer shall haveimmediately pay to the Holder all such indebtedness, in addition to all other rights and remedies granted to it in this Agreement without presentment, demand, protest or any other Transaction Documentnotice of any kind, all rights and remedies of a secured party under which are hereby expressly waived by the UCC and other applicable laws. Without limiting Issuer, anything contained herein or in the generality of the foregoing, (w) the Lender may, subject Note Purchase Agreement to the UCC and other applicable law, peaceably and without notice enter any premises of the Company, take possession of any of the Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for all or any part of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisablecontrary notwithstanding; provided, however, that upon the Company occurrence of an actual or deemed entry of an order for relief with respect to any of the Issuer, the Company, or their respective Subsidiaries under the Bankruptcy Code, then all indebtedness under this Note, together with all other amounts due or owing to the Holder pursuant to this Note and the Note Purchase Agreement, shall automatically be credited with due immediately without notice of any kind; or (b) the net proceeds Holder may (i) pursue any available remedy by proceeding at Law or in equity to collect the payment of sale only when such proceeds are finally collected by principal of, or interest on, this Note or to enforce the Lender. performance of any provision of this Note or the Note Purchase Agreement and (ii) For the purpose exercise on behalf of enabling the Lender to exercise its itself all rights and remedies available to it under this Section 9 during Note or the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to the Company) to use, license or sublicense any intellectual property Collateral. (iii) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting the Lender’s rights against the CompanyNote Purchase Agreement. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails Issuer agrees to pay for the Collateral, the Lender may resell the Collateral and the Company shall be credited with the proceeds of the sale. (iv) The cash proceeds actually received from the sale or other disposition or collection of Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be applied first, to the payment of the reasonable Holder all out-of-pocket costs and expenses of reasonably incurred by the Lender Holder and the Holder in exercising or enforcing its rights hereunder and in collecting or attempting any effort to collect any of indebtedness under this Note and to exercise remedies under the CollateralNote Purchase Agreement, including reasonable attorneys’ fees, and to pay interest at the payment of all other amounts payable Default Rate on such costs and expenses to the Lender; and second, to the payment of the Obligations. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly extent not paid over to the Company or otherwise disposed of in accordance with the UCC or other applicable lawwhen demanded. The Company shall remain liable to the Lender for any deficiency which exists after any sale or other disposition or collection of Collateral. (v) The Lender shall also have any other rights which the Lender may have been afforded under any contract or agreement at any time and any other rights which the Lender may have pursuant to applicable law. The Lender Holder may exercise any and all of its remedies under this Note, the Agreement Note and the other Transaction Documents Note Purchase Agreement contemporaneously or separately from the exercise of any other remedies hereunder or under applicable lawLaw.

Consequences of Events of Default. (ia) Upon the occurrence of any If an Event of DefaultDefault of the type described in Section 5.1(g) occurs, the Lender Accreted Value of this Convertible Note (together with all such other amounts due thereon (if any)) shall become immediately due and payable without any action on the part of the Holder, and the Company shall immediately pay to the Holder all amounts due and payable with respect to this Convertible Note. (b) If an Event of Default (other than under Section 5.1(g)) has occurred and is continuing, the Holder may declare all or any portion of the Obligations Accreted Value of the outstanding Principal Amount of this Convertible Note to be immediately due and payable and shall have, in addition to all other rights and remedies granted to it in this Agreement or any other Transaction Document, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality of the foregoing, (w) the Lender may, subject to the UCC and other applicable law, peaceably and without notice enter any premises of the Company, take possession of any of the Collateral, remove or dispose may demand immediate payment of all or part any portion of the Collateral on any premises Accreted Value of the Company or elsewhere, outstanding Principal Amount of this Convertible Note (together with all such other amounts then due and otherwise collect, receive, appropriate and realize upon payable). If the Holder demands immediate payment of all or any part portion of the Collateralthis Convertible Note, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for all or any part of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisable; provided, however, that the Company shall be credited immediately pay to the Holder all amounts due and payable with the net proceeds of sale only when respect to this Convertible Note or such proceeds are finally collected by the Lenderportion hereof. (ii) For the purpose of enabling the Lender to exercise its rights and remedies under this Section 9 during the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to the Company) to use, license or sublicense any intellectual property Collateral. (iiic) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting the Lender’s rights against the Company. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and the Company shall be credited with the proceeds of the sale. (iv) The cash proceeds actually received from the sale or other disposition or collection of Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be applied first, to the payment of the reasonable costs and expenses of the Lender in exercising or enforcing its rights hereunder and in collecting or attempting to collect any of the Collateral, and to the payment of all other amounts payable to the Lender; and second, to the payment of the Obligations. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of in accordance with the UCC or other applicable law. The Company shall remain liable to the Lender for any deficiency which exists after any sale or other disposition or collection of Collateral. (v) The Lender Holder shall also have any other rights which that the Lender Holder may have been afforded under any contract or agreement at any time and any other rights which that the Lender Holder may have pursuant to applicable law. The Lender may exercise No right or remedy herein conferred upon or reserved to any and all of its remedies under this Note, the Agreement and the other Transaction Documents contemporaneously or separately from the exercise Holder is intended to be exclusive of any other remedies right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or under applicable lawnow or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of any Holder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and every power and remedy given by the Convertible Notes or by law may be exercised from time to time, and as often as shall be deemed expedient, by any Holder. (d) The Company hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Convertible Note, and expressly agrees that this Convertible Note, or any payment hereunder, may be extended from time to time and that the Holder may accept security for this Convertible Note or release security for this Convertible Note, all without in any way affecting the liability of the Company hereunder.

Consequences of Events of Default. (i) Upon the occurrence of any Event of Default, the Lender may declare any of the Obligations to be immediately due and payable and shall have, in addition to all other rights and remedies granted to it in this Agreement or any other Transaction Document, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality of the foregoing, (w) the Lender may, subject to the UCC and other applicable law, peaceably and without notice enter any premises of the Company, take possession of any of the Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for all or any part of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisable; provided, however, that the Company shall be credited with the net proceeds of sale only when such proceeds are finally collected by the Lender. (ii) For the purpose of enabling the Lender to exercise its rights and remedies under this Section 9 during the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to the Company) to use, license or sublicense any intellectual property Collateral. (iii) The Lender has no obligation to attempt to satisfy the Obligations security constituted by collecting them from any other Person liable for themthis Mortgage shall become immediately enforceable, and the Lender may releaseenforcement remedies specified herein can be exercised irrespective of whether or not the Mortgagee has exercised the right of acceleration under the Note or any rights under the Guaranty and the Mortgagee shall have the right, modify to: (a) By notice in writing to the Shipowner, declare all the then unpaid Obligations to be due and payable immediately, and upon such declaration, the same shall become and be immediately due and payable; provided, however, that no declaration shall be required if an event of default shall have occurred by reason of a default under Section 7(e) of the Note, then and in such case, the Obligations shall become immediately due and payable on the occurrence of such event of default without any notice or waive any Collateral provided demand; (b) Exercise all of the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands or of any other Person jurisdiction where the Vessel may be found; (c) Bring suit at law, in equity or in admiralty, as it may be advised, to secure any of recover judgment for the Obligations, and collect the same out of any and all without affecting property of the Lender’s rights against Shipowner whether covered by this Mortgage or otherwise; (d) Demand that Shipowner shall surrender to the Company. Mortgagee possession of the Vessel; (e) The Company waives any right Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessel for such time and upon such terms as it may have deem to require the Lender to pursue any third Person be for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and the Company shall be credited with the proceeds of the sale. (iv) The cash proceeds actually received from the sale or other disposition or collection of Collateralits best advantage, and any demand, collect and retain all day rates, hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other amounts received sums due or to become due in respect of the Collateral Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the application net profits, if any, arising from such use of which is the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or, pursuant to subsection (f) below, all reasonable and documents out-of-pocket costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given it to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock it at any other place at the cost and expense of the Shipowner; (f) Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee and without being responsible for loss or damage, sell the Vessel, at any place and at such time as the Mortgagee may specify and in such manner as the Mortgagee may deem advisable, free from any claim by the Shipowner in admiralty, in equity, at law or by statute, at public or private sale, by sealed bids or otherwise, by mailing, by air or otherwise, notice of such sale, whether public or private, addressed to the Shipowner at its last known address, fourteen (14) days prior to the date fixed for entering into the contract of sale and by first publishing notice of any such public sale for ten (10) consecutive days, in a daily newspaper of general circulation published in the City of Houston, State of Texas or if the place of sale should not otherwise provided for hereinbe in Houston, Texas then by publication of a similar notice at or near the place of sale; in the event that the Vessel shall be applied firstoffered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; the sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the payment of the reasonable costs and expenses of the Lender in exercising or enforcing its rights hereunder place designated for such sale and in collecting or attempting such manner as the Mortgagee may deem to collect any of the Collateralbe for its best advantage, and to the payment of all other amounts payable to Mortgagee may become the Lender; and second, to the payment of the Obligationspurchaser at any sale. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of The Shipowner agrees that any sale made in accordance with the UCC or terms of this paragraph shall be deemed made in a commercially reasonable manner insofar as it is concerned; (g) Require that all policies, contracts, certificates of entry and other applicable law. The Company shall remain liable records relating to the Lender for any deficiency which exists after any sale or other disposition or collection insurance with respect to the Vessel as required by Article II, Section 12 hereof (the “Insurances”) (including details of Collateral.and correspondence concerning outstanding claims) be forthwith delivered to the Mortgagee; and (vh) The Lender shall also have any other rights which the Lender may have been afforded under any contract or agreement at any time Collect, recover, compromise and any other rights which the Lender may have pursuant to applicable law. The Lender may exercise give a good discharge for any and all monies and claims for monies then outstanding or thereafter arising under the Insurances or in respect of its remedies under this Note, the Agreement earnings or any requisition compensation and to permit any brokers through whom collection or recovery is effected to charge the other Transaction Documents contemporaneously or separately from the exercise of any other remedies hereunder or under applicable lawusual brokerage therefor.

Consequences of Events of Default. (i) Upon the occurrence of any If an Event of DefaultDefault shall have occurred, then at any time thereafter, if any such event shall then be continuing, and not remedied during the curing period (where it is provided for), the Lender may declare any Lenders at their option, upon written notice to the Borrower, except in case of a payment default where no notice is necessary, may: (a) Declare the Commitment to be terminated, whereupon, the obligation of the Obligations Lenders to make or maintain the Loan hereunder shall forthwith terminate; (b) Accelerate payment and declare the entire unpaid principal amount of the Loan then outstanding, all interest accrued and unpaid thereon and all other amounts payable hereunder to be immediately forthwith due and payable, whereupon all such amounts shall become and be forthwith due and payable and shall havewithout presentment, in addition to all other rights and remedies granted to it in this Agreement demand, protest or further notice of any other Transaction Documentkind, all rights and remedies of a secured party under which are hereby expressly waived by the UCC and other applicable laws. Without limiting Borrower; (c) Exercise the generality of the foregoing, (w) the Lender may, subject option to the UCC and other applicable law, peaceably and without notice enter any premises of the Company, take possession of any of the Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, and otherwise collect, receive, appropriate and realize upon redenominate all or any part of the Collateral, amounts then due and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for all or any part owing into Pesos (at the prevailing foreign exchange rate at the time of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable lawre-denomination); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge restructuring or liability to amending the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisable; provided, however, that the Company shall be credited with the net proceeds of sale only when such proceeds are finally collected by the Lender. (ii) For the purpose of enabling the Lender to exercise its rights and remedies under this Section 9 during the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to the Company) to use, license or sublicense any intellectual property Collateral. (iii) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting the Lender’s rights against the Company. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaseroriginal repayment terms. In the event the purchaser fails to pay for the Collateralthis regard, the Lender may resell the Collateral it is hereby agreed and the Company shall be credited with the proceeds of the sale. (iv) The cash proceeds actually received from the sale or other disposition or collection of Collateral, understood that any Interest due and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be applied first, to the payment of the reasonable costs and expenses of the Lender in exercising or enforcing its rights hereunder and in collecting or attempting to collect any of the Collateral, and to the payment of all other amounts payable to the Lender; and second, to the payment of the Obligations. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of owing has been determined in accordance with the UCC or other applicable law. The Company shall remain liable to the Lender for provisions of Section 2.04 before any deficiency which exists after any sale or other disposition or collection of Collateralre-denomination into Pesos is applied. (vd) The Lender shall also have Immediately without prior notice to the Borrower compensate or set-off or apply toward the partial/full liquidation of amounts due, any funds, securities or other property of the Borrower held in deposit or under any other rights which concept by the Lender may have been afforded under Lenders or any contract of the Lenders’ branches, subsidiaries or agreement at any time and any other rights which affiliates without prejudice to the Lender may have pursuant to applicable law. The Lender may exercise any and all of its remedies under this Note, the Agreement and the other Transaction Documents contemporaneously or separately from the exercise Lenders’ adoption of any other step or action, which in their sole discretion, is needed to protect the Lenders’ rights and interests; and (e) Take such other judicial steps or actions against the Borrower as the Lenders may deem necessary and proper for the full protection and enforcement of its rights and interests. The foregoing provisions notwithstanding, the Lenders shall likewise have the right to exercise all other legal rights and remedies hereunder which may now or hereafter be available to them under applicable lawApplicable Law.

Consequences of Events of Default. (ia) Upon the occurrence of any If an Event of DefaultDefault has occurred, the Lender may declare any aggregate principal amount of the Obligations to be 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 Holder, and Maker shall haveimmediately pay to Holder all amounts due and payable with respect to this Note. (b) If an Event of Default has occurred, in addition to Holder may pursue any and all other rights and remedies granted to it in this Agreement or any other Transaction Documentavailable at law (including, all rights and remedies of a secured party but not limited to, those available under the UCC and other applicable laws. Without limiting the generality provisions of the foregoing, New York Uniform Commercial Code and those set forth in the Debenture) or in equity to enforce the security interests granted hereunder by Maker to Holder (w) the Lender may, subject to the UCC carve-out provisions of the Contingent Note Collateral), including, without limitation: (i) file suit and other applicable obtain judgment and, in conjunction with any action, seek any ancillary remedies provided by law, peaceably including levy of attachment and without notice enter any premises of garnishment, (ii) demand that Maker make the Company, take possession of any of the Collateral, remove or dispose of all or part of the Contingent Note Collateral on any premises of the Company or elsewhereavailable to Holder as it may direct (and Maker hereby agrees to comply with such demand), and otherwise collect(iii) with or without taking possession, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for all or any part of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Contingent Note Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisable; provided, however, that the Company shall be credited with the net proceeds of sale only when such proceeds are finally collected by the Lender. (ii) For the purpose of enabling the Lender to exercise its rights and remedies under this Section 9 during the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to the Company) to use, license or sublicense any intellectual property Collateral. (iii) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting the Lender’s rights against the Company. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and the Company shall be credited with the proceeds of the sale. (iv) The cash proceeds actually received from the sale or other disposition or collection of Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be applied first, to the payment of the reasonable costs and expenses of the Lender in exercising or enforcing its rights hereunder and in collecting or attempting to collect any of the Collateral, and to the payment of all other amounts payable to the Lender; and second, to the payment of the Obligations. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of in accordance with the UCC New York Uniform Commercial Code, which remedies may be pursued separately, successively, or other applicable law. The Company shall remain liable to the Lender for any deficiency which exists after any sale or other disposition or collection of Collateralsimultaneously. (vc) The Lender Holder shall also have any other rights which the Lender that Holder may have been afforded under any contract or agreement at any time and any other rights which the Lender that Holder may have pursuant to applicable law. The Lender may exercise any . (d) Maker hereby waives diligence, presentment, protest and all demand, and notice of its remedies under 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 Holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the Agreement liability of Maker hereunder. (e) The rights and remedies of Holder under this Note are cumulative. Holder shall have all other rights and remedies not inconsistent herewith as provided under the other Transaction Documents contemporaneously New York Uniform Commercial Code, by law, or separately from the in equity. No exercise by Holder of one right or remedy shall be deemed an election, and no waiver by Holder of any other remedies hereunder Event of Default shall be deemed a continuing waiver. No delay by Holder shall constitute a waiver, election, or under applicable lawacquiescence by it.

Consequences of Events of Default. (i) Upon the occurrence of If any Event of DefaultDefault (other --------------------------------- than an Event of Default specified in clauses (vii) or (viii) of Section 4(a) hereof) occurs and is continuing, the Lender holder or holders of Notes representing at least 25% of the aggregate principal amount of Notes then outstanding may declare all or any portion of the Obligations to be immediately outstanding principal amount of the Notes due and payable and shall have, in addition to demand immediate payment of all other rights and remedies granted to it in this Agreement or any other Transaction Document, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality portion of the foregoingoutstanding principal amount of the Notes 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 holder"s Note. If any holder or holders of the Notes demand immediate payment of all or any portion of such holder"s Notes, the Company shall immediately pay to such holder or holders the outstanding principal amount of the Notes requested (wincluding any accreted interest thereon) the Lender mayto be paid plus, subject to the UCC and other applicable law, peaceably and without notice enter any premises terms of the CompanyNotes, take possession of any of the Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for all or any part of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisable; provided, however, that the Company shall be credited with the net proceeds of sale only when such proceeds are finally collected by the Lender. (ii) For the purpose of enabling the Lender to exercise its rights and remedies under this Section 9 during the continuance of accrued interest thereon. If an Event of DefaultDefault specified in clause (vii) or (viii) of Section 4(a) hereof occurs, the Company hereby grants to the Lender an irrevocable, non-exclusive foregoing amount shall be due and assignable license (exercisable payable immediately without payment further action or royalty or other compensation to the Company) to use, license or sublicense any intellectual property Collateral. (iii) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any notice. Each holder of the Obligations, all without affecting the Lender’s rights against the Company. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Lender may sell the Collateral without giving any warranties as to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and the Company shall be credited with the proceeds of the sale. (iv) The cash proceeds actually received from the sale or other disposition or collection of Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be applied first, to the payment of the reasonable costs and expenses of the Lender in exercising or enforcing its rights hereunder and in collecting or attempting to collect any of the Collateral, and to the payment of all other amounts payable to the Lender; and second, to the payment of the Obligations. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of in accordance with the UCC or other applicable law. The Company shall remain liable to the Lender for any deficiency which exists after any sale or other disposition or collection of Collateral. (v) The Lender Notes shall also have any other rights which the Lender such holder may have been afforded under any contract or agreement at any time the Pledge Agreement and any other rights which the Lender such holder may have pursuant to applicable law. The Lender may No omission, failure or delay by the holder of this Note in exercising any right, power, or privilege hereunder shall impair such right, power, or privilege, shall operate as a waiver thereof, or shall be construed to be a waiver thereof; nor shall any single or partial exercise of any and all of its remedies under this Noteright, the Agreement and the power, or privilege hereunder preclude any other Transaction Documents contemporaneously or separately from further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies hereunder of the holder of this Note shall be cumulative and not exclusive of any rights, remedies, warranties, or under covenants provided by applicable law.. If an Event of Default occurs on or after January 1, 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 6 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by applicable law, anything in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 1, 2004 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by applicable law, in an amount, for each of the years beginning on January 1 of the years set forth below, as set forth below (expressed as a percentage of the accreted value to the date of payment that would otherwise be due but for the provisions of this sentence): 1998 ................................................................ 149.000% 1999 ................................................................ 142.000% 2000 ................................................................ 135.000% 2001 ................................................................ 128.000% 2002 ................................................................ 121.000% 2003 ................................................................ 121.000%

Consequences of Events of Default. Subject to the rights of Bridge Bank under the Senior Credit Facility, if any Event of Default shall occur for any reason, whether voluntary or involuntary, or continue beyond the expiration of any applicable cure period: (i) Upon the occurrence of any Event of Defaultupon notice or demand, the Lender Lender’s Agent may declare the outstanding indebtedness under this Note, together with all other amounts due or owing to Lender pursuant to any Ancillary Agreements, to be due and payable, whereupon each of the Obligations to foregoing shall be and become immediately due and payable payable, and the Company shall haveimmediately pay to Lender all such indebtedness, in addition to all other rights and remedies granted to it in this Agreement without presentment, demand, protest or any other Transaction Documentnotice of any kind, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality of the foregoing, (w) the Lender may, subject to the UCC and other applicable law, peaceably and without notice enter any premises of which are hereby expressly waived by the Company, take possession of anything contained herein or in any of the Collateral, remove or dispose of all or part of the Collateral on any premises of the Company or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or ▇▇▇ for all or any part of the Collateral, as the Lender may determine; (x) the Lender may require the Company to assemble all or any part of the Collateral and make it available Ancillary Agreement to the Lender at any place and time designated by the Lender; (y) the Lender may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law); (z) the Lender may sell, resell, lease, use, assign, license, sublicense, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Company’s assets, without charge or liability to the Lender therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit, or for future delivery without assumption of any credit risk, all as the Lender deems advisablecontrary notwithstanding; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the United States Bankruptcy Code, then all indebtedness under this Note, together with all other amounts due or owing to Lender pursuant to any Ancillary Agreements, shall automatically be credited with the net proceeds due immediately without notice of sale only when such proceeds are finally collected by the Lender.any kind; (ii) For the purpose of enabling the Lender Lender’s Agent may exercise from time to exercise its time any rights and remedies available to him under this Section 9 during applicable law, including without limitation the continuance of an Event of Default, the Company hereby grants to the Lender an irrevocable, non-exclusive and assignable license right to: (exercisable without payment or royalty or other compensation to the CompanyA) to use, license or sublicense any intellectual property Collateral. (iii) The Lender has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and the Lender may release, modify or waive any Collateral provided by any other Person to secure any of the Obligations, all without affecting the Lender’s rights against the Company. The Company waives any right it may have to require the Lender to pursue any third Person for any of the Obligations. The Lender may comply with any applicable state or federal law requirements in connection with a disposition immediate possession of the Collateral by Lender’s Agent, (B) institute legal proceedings to foreclose upon the lien and compliance will not be considered adversely security interest granted under the Security Agreement or for the sale of all Collateral, to affect recover judgment for all amounts then due and owing from the commercial reasonableness Company, and to collect the same out of any Collateral or the proceeds of any sale of the Collateral. The Lender may sell , and (C) peacefully enter upon any premises (whether it be the Collateral without giving any warranties as Lender’s Agent, his agents or attorneys, or an appointment of a receiver selected or appointed by Lender’s Agent to the Collateral. The Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Lender sells any of the Collateral upon credit, the Company will be credited only with payments actually made by the purchaser, received by the Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and which the Company shall consent to in all respects) where Collateral may then be credited with the proceeds located, and take possession of the sale. (iv) The cash proceeds actually received from the sale all or any of it and/or render it unusable and without being responsible for loss or damage to such Collateral, hold, operate, sell, lease, or dispose of all or any Collateral at one or more public or private sales, leasings or other disposition dispositions, at places and times and on terms and conditions as Lender may deem fit, without any previous demand or collection of Collateral, and any other amounts received in respect of the Collateral the application of which advertisement (unless such demand or advertisement is not otherwise provided for herein, shall be applied first, expressly required by law). The Company agrees to the payment of the reasonable pay Lender’s Agent all out-of-pocket costs and expenses of the reasonably incurred by Lender’s Agent and Lender in exercising or enforcing its rights hereunder and in collecting or attempting any effort to collect indebtedness under this Note and to exercise remedies under the Note Agreement or any of the CollateralAncillary Agreement, including, without limitation, reasonable attorneys’ fees, and to pay interest at the payment of all other amounts payable Default Rate on such costs and expenses to the extent not paid when demanded. Lender; and second, to the payment of the Obligations. Any surplus thereof which exists after payment and performance in full of the Obligations shall be promptly paid over to the Company or otherwise disposed of in accordance with the UCC or other applicable law. The Company shall remain liable to the Lender for any deficiency which exists after any sale or other disposition or collection of Collateral. (v) The Lender shall also have any other rights which the Lender may have been afforded under any contract or agreement at any time and any other rights which the Lender may have pursuant to applicable law. The Lender ’s Agent may exercise any and all of its remedies under this Note, the Note Agreement and the other Transaction Documents or any Ancillary Agreement contemporaneously or separately from the exercise of any other remedies hereunder or under applicable law.