Common use of Consequences of Events of Default Clause in Contracts

Consequences of Events of Default. (a) At any time or times following the occurrence and during the continuance of an Event of Default, the Investor may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus all accrued but unpaid interest thereon and other amounts then owing to the Investor under the Loan Documents, through the date of purchase. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investor. (c) In connection with any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.

Consequences of Events of Default. (ai) At any time or times following Subject to the occurrence and during the continuance provisions of Section 11 of this Note, if an Event of Default, the Investor may elect, by written notice Default has occurred pursuant to the Borrowers (an “Event Notice”Sections 6(a)(i), to require (v) or (vi) of this Note, then the Borrowers to purchase holder of the Note may declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus all accrued but unpaid interest thereon and other amounts then owing to the Investor under the Loan Documents, through the date of purchase. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest and Payments on this the Note due and other amounts then owing under payable and demand immediate payment of the Loan Documents 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 in full in dollars 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 holder's portion of the Notes. If any holder of the Notes demands immediate payment 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 (free of any claim of subordination), without any action by the Investorto such holder. (cii) In connection with 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 Notes due and payable at the applicable Premium Redemption Price. (iii) During the continuance of an Event of Default, the Investor need not provide 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 Borrowers hereby waive any presentmentother provisions of this Note (including Section 11), demand, protest or other notice each holder of any kind (other than portion of this Note shall also have, upon the Event Notice), occurrence and the Investor may immediately enforce any and all continuance of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent an Event of Default Default, any other rights which such holder may have pursuant to applicable law or impair any right consequent theretocontract.

Consequences of Events of Default. (a) At any time or times following the occurrence and during the continuance of If an Event of DefaultDefault of the type described in Section 5.1(g) occurs, the Investor may electAccreted 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, by written notice and the Company shall immediately pay to the Borrowers Holder all amounts due and payable with respect to this Convertible Note. (b) If an “Event Notice”of Default (other than under Section 5.1(g)) has occurred and is continuing, to require the Borrowers to purchase Holder may declare all or any portion of the Accreted Value of the outstanding principal amount Principal Amount of this Note, as indicated in Convertible Note to be immediately due and payable and may demand immediate payment of all or any portion of the Accreted Value of the outstanding Principal Amount of this Convertible Note (together with all such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus all accrued but unpaid interest thereon and other amounts then owing due and payable). If the Holder demands immediate payment of all or any portion of this Convertible Note, the Company shall immediately pay to the Investor under the Loan Documents, through the date of purchase. The aggregate amount Holder all amounts due and payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event with respect to the Company this Convertible Note or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investorsuch portion hereof. (c) In connection with The Holder shall also have any other rights that the Holder may have been afforded under any contract or agreement at any time and any other rights that the Holder may have pursuant to applicable law. No right or remedy herein conferred upon or reserved to any Holder is intended to be exclusive of any other 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 now 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, the Investor need not provide Default occurring and the Borrowers hereby waive continuing as aforesaid shall impair any presentment, demand, protest such right or other notice power or shall be construed to be a waiver of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair 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 right consequent theretoHolder. (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. Subject to Section 3: (ai) At Subject to Section 3 hereof, if any time or times following the occurrence and during the continuance of an Event of DefaultDefault of the type described in Section 4(a)(i) has occurred and is continuing, the Investor holder or holders of this Note may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus 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 owing to the Investor under the Loan Documents, through the date of purchase. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later outstanding declares less than the 5th Trading Day following the date of delivery all of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event with respect to the Company or WHI, all outstanding principal and amount of this Note (together with all accrued but unpaid interest on thereon and all 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 then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), with respect thereto) shall become immediately due and payable without any action by on the Investorpart of the holders of this Note, and the Company shall immediately pay to the holders of this Note all amounts due and payable with respect to this Note. (ciii) In connection with any Event of DefaultSubject to Section 3 hereof, the Investor need not provide holder of this Note shall also have any other rights which the holder may have been afforded under any contract or agreement at any time and the Borrowers any other rights which such holder may have pursuant to applicable law. (iv) The Company hereby waive any waives diligence, presentment, protest and demand and notice of protest and demand, protest or other notice dishonor and nonpayment of any kind this Note (other than the Event Noticeany notices expressly provided for herein), and the Investor may immediately enforce expressly agrees that this Note, or any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration payment hereunder, may be rescinded and annulled by extended from time to time, all without in any way affecting the Investor at any time prior to payment liability of the Company hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.

Consequences of Events of Default. Subject in each instance to the terms of the Intercreditor Agreement referred to in Section 9 above: (ai) At If any time or times following the occurrence and during the continuance of an Event of DefaultDefault of the type described in Section 14(a)(i), (ii), (iii), (iv), (v), (vii), (x), (xi) or (xii) has occurred, the Investor holder of this Note may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% Note (together with all accrued interest and fees thereon) due and payable and demand immediate payment of all or any portion of such outstanding principal amount plus of this Note (together with all accrued but unpaid interest thereon and other amounts then owing to the Investor under the Loan Documents, through the date of purchase. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowersfees thereon). (bii) If an Event of Default of the 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 and payable without any action on the part of the holders of this Note, and the Makers shall immediately pay to the holder of this Note all amounts due and payable with respect to the outstanding principal amount, together with all accrued interest and fees thereon. (iii) Each 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 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 each Maker hereunder. (iv) Upon the occurrence of any Bankruptcy Event with respect to of Default under this Note, the Company or WHI, Payee shall have all outstanding principal of the rights and accrued but unpaid interest on this Note and other amounts then owing remedies of a secured party under the Loan Documents shall immediately become due UCC and payable under any other applicable law, as the same may from time to time be in full in dollars in cash (free effect. Upon demand of any claim the Payee after the occurrence of subordination), without any action by the Investor. (c) In connection with any Event of Default, each Maker shall deliver, or cause to be delivered, all Collateral covered hereby to the Investor need not provide 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 Borrowers hereby waive time after which any presentment, demand, protest 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 kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default under this Note, the Payee shall have the right to take any action or impair cause any right consequent theretoaction to be taken with respect to Xxxxxxxx County, the Xxxxxxxx Sale Agreement or the Xxxxxxxx XX.

Consequences of Events of Default. (a) At If any time or times following the occurrence and during the continuance of an Event of DefaultDefault shall occur for any reason, the Investor may electwhether voluntary or involuntary, by written and be continuing, Holder may, upon notice to the Borrowers (an “Event Notice”)or demand, to require the Borrowers to purchase all or any portion of declare the outstanding principal amount of Obligations under this NoteNote to be due and payable, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such whereupon the outstanding principal amount plus all accrued but unpaid interest thereon Obligations under this Note shall be and other amounts then owing to the Investor under the Loan Documents, through the date of purchase. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly become immediately due and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Noticepayable, and upon receipt thereof the Investor Company shall deliver the original Note so repurchased immediately pay to the Borrowers. (b) Holder all such Obligations. Upon the occurrence of any Bankruptcy Event an actual or deemed entry of an order for relief with respect to the Company or WHIunder the United States Bankruptcy Code, then all outstanding principal and accrued but unpaid interest on Obligations under this Note and other amounts then owing under the Loan Documents shall automatically be due immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investor. (c) In connection with any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind kind. The Company agrees to pay Holder all out-of-pocket costs and expenses incurred by Holder (other than including attorney's fees) in connection with the Event Notice), and the Investor may immediately enforce any and all enforcement or protection of its rights in relation to this Note, including any suit, action, claim or other activity of Holder to collect or otherwise enforce the Obligations under this Note or any portion thereof, or in connection with the transactions contemplated hereby. Holder shall also have any other rights which Holder may have been afforded under any contract or agreement at any time and remedies hereunder and all any other remedies available rights which Holder may have pursuant to it under applicable law. Lost, Stolen, Destroyed or Mutilated Note . In case this Note shall be mutilated, lost, stolen or destroyed, the Company shall issue a new Note of like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of such mutilated Note, or in lieu of this Note being lost, stolen or destroyed, upon receipt of evidence satisfactory to the Company of such loss, theft or destruction. Waiver of Jury Trial . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, THE COMPANY (BY ITS EXECUTION HEREOF) AND HOLDER (BY ITS ACCEPTANCE OF THIS NOTE) WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION ARISING OUT OF OR BASED UPON OR RELATING TO THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. Governing Law . This Note shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by, construed under, and enforced in accordance with the laws of the State of New York. Amendment and Waiver . Any such declaration term of this Note may be rescinded amended and annulled by the Investor at observance of any time prior to payment hereunder. No such rescission term of this Note may be waived (either generally or annulment shall affect any subsequent Event in a particular instance and either retroactively or prospectively), only with the written consent of Default or impair any right consequent theretothe Company and Holder.

Consequences of Events of Default. (ai) At If any time or times following Event of Default has occurred and is continuing, the occurrence and during interest rate on the continuance Notes shall increase immediately by an increment of two percentage point(s) to the extent permitted by law. Any increase of the interest rate resulting from the operation of this 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 subparagraph). (ii) If an Event of DefaultDefault of the type described in Section 6A(iv) has occurred, the Investor may electaggregate principal amount of the Notes (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 Purchaser, by written notice and STS shall immediately pay to Purchaser all amounts due and payable with respect to the Borrowers Notes. (an “iii) If any Event Notice”of Default (other than under paragraph 6A(iv)) has occurred and is continuing, to require the Borrowers to purchase Purchaser may declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal the Notes (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to 100% be immediately due and payable and may demand immediate payment of such all or any portion of the outstanding principal amount plus of the Notes (together with all accrued but unpaid interest thereon and such other amounts then owing to the Investor under the Loan Documents, through the date of purchase. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly due and severally pay the Event Price to the Investor (free of any claim of subordinationpayable) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowersowned by Purchaser. (biv) Upon Purchaser shall also have any other rights which Purchaser may have been afforded under this Agreement or any other contract or agreement (including, without limitation, the occurrence Security Agreement) at any time and any other rights which Purchaser may have pursuant to applicable law. All rights and remedies of any Bankruptcy Event with respect Purchaser under this Agreement, the Notes and the Security Agreement are subject to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under provisions of the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the InvestorSubordination Agreement. (cv) In connection with STS hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of the Notes, and expressly agrees that the Notes, or any Event payment thereunder, may be extended from time to time and that Purchaser may accept security for the Notes or release security for the Notes, all without in any way affecting the liability of DefaultSTS under this Agreement, the Investor need not provide and Notes or the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent theretoSecurity Agreement.

Consequences of Events of Default. (a) At If any time or times following Event of Default has occurred, the occurrence and during interest rate of the continuance Note shall increase by the lesser of three percent (3%) per annum until paid. (b) If an Event of DefaultDefault of the type described in Section 8.1(d) has occurred, then the Investor may electaggregate outstanding principal amount of the Note 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) shall become immediately due and payable without any action on the part of the holders thereof, by written notice and the Company shall immediately pay to the Borrowers holders of the Note all amounts due and payable with respect thereto. (c) If an “Event Notice”)of Default (other than under Section 8.1(d) has occurred and is continuing, to require then the Borrowers to purchase holder of the Note and the holders of any notes issued in exchange for any Securities then outstanding may declare all or any portion of the outstanding principal amount of this Note, as indicated the Note and any notes issued in such Event Notice, exchange for a purchase price in dollars in cash equal any Securities (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to 100% be immediately due and payable and may demand immediate payment of such all or any portion of the outstanding principal amount plus of the Note 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 Company shall give prompt written notice of any such demand to the other holders of 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 the holder of the Note and the holders of any notes issued in exchange for any Securities demand immediate payment of all or any portion of the Note and any notes issued in exchange for any Securities, the Company shall immediately pay to such holder or holders all amounts due and payable with respect thereto. (d) If, as a result of an Event of Default of the type described in Section 8.1(n), then the aggregate outstanding principal amount of the Note and any notes issued in exchange for any Securities (together with all accrued but unpaid interest thereon and all other amounts then owing due and payable with respect thereto) shall become immediately due and payable without any action on the part of the holders thereof, and the Company shall immediately (i) pay to the Investor under holder of such Note and the Loan Documents, through holders of any notes issued in exchange for any Securities all amounts due and payable with respect thereto and (ii) purchase all of the date of purchase. The aggregate amount payable outstanding Purchased Membership Units pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free terms of any claim of subordination) no later than the 5th Trading Day following the date of delivery Article 12 of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the BorrowersLMC Operating Agreement. (be) Upon If, as a result of an Event of Default of the occurrence of any Bankruptcy Event with respect to type described in Section 8.1(i) or 8.1(d), the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall immediately become fails to pay when due and payable in (whether at maturity or otherwise) the full in dollars in cash (free amount of interest then accrued on any Note, or the full amount of any claim of subordinationprincipal payment (together with any applicable premium) on any Note, and such failure continues for six (6) months, in addition to the consequences set forth in Section 8.2(a)-(c), without any action C3 and C3 II, pursuant to the Irrevocable Springing Proxy, shall be permitted to vote the Membership Units held by LMT to elect the Investorboard of managers of the Company. (c) In connection with any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.

Consequences of Events of Default. i. If any Event of Default has occurred and continued, then the interest rate on the Note shall increase immediately by an increment of three percentage points (a) At 3%). Any increase of the interest rate resulting from the operation of this subsection 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 subsection). ii. If any time Event of Default has occurred and is continuing, the Borrower, the Company and its Subsidiaries shall immediately suspend all payments required to be suspended pursuant to SECTION 7.10 hereof. Any such payments may be resumed only when no such Event of Default exists or times following the occurrence and during the continuance of would be caused by making such payments. iii. If an Event of DefaultDefault of the type described in SECTION 9.1(IV) has occurred, then the Investor may electaggregate outstanding principal amount of the 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 holder(s) of the Note, by written notice and the Borrower shall immediately pay to the Borrowers holder(s) of the Note all amounts due and payable with respect to the Note. iv. If an Event of Default (an “Event Notice”other than under SECTION 9.1(IV)) has occurred and is continuing, to require then any holder or holders of the Borrowers to purchase Note then outstanding may declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal the Note held by it (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to 100% be immediately due and payable and may demand immediate payment of such all or any portion of the outstanding principal amount plus of the Note held by it (together with all accrued but unpaid interest thereon and such other amounts then owing to the Investor under the Loan Documents, through the date of purchasedue and payable). The aggregate amount payable Borrower shall give prompt written notice of any such demand to any other holders of the Note, each of which may demand immediate payment of all or any portion of such holder's Note. If any holder or holders of the Note demand immediate payment of all or any portion of the Note pursuant to this paragraph, the preceding sentence is referred Borrower shall immediately pay to as the “Event Price.” The Borrowers shall jointly such holder or holders all amounts due and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event payable with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investorsuch Note. (c) In connection with any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.

Consequences of Events of Default. (a) At any time or times following the occurrence and during the continuance of If an Event of DefaultDefault has occurred, the Investor may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase all or any portion of the outstanding aggregate principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus Note (together with all accrued but unpaid interest thereon and all other amounts then owing to due and payable with respect thereto) shall become immediately due and payable without any action on the Investor under the Loan Documents, through the date part of purchase. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event NoticeHolder, and upon receipt thereof the Investor Maker shall deliver the original Note so repurchased immediately pay to the BorrowersHolder all amounts due and payable with respect to this Note. (b) Upon If an Event of Default has occurred, Holder may pursue any and all remedies available at law (including, but not limited to, those available under the occurrence provisions of any Bankruptcy Event with respect the 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 (subject to the Company or WHI, all outstanding principal and accrued but unpaid interest on this carve-out provisions of the Contingent Note and other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordinationCollateral), including, without limitation: (i) file suit and obtain judgment and, in conjunction with any action action, seek any ancillary remedies provided by law, including levy of attachment and garnishment, (ii) demand that Maker make the InvestorContingent Note Collateral available to Holder as it may direct (and Maker hereby agrees to comply with such demand), and (iii) with or without taking possession, sell, lease, or otherwise dispose of the Contingent Note Collateral at public or private sale in accordance with the New York Uniform Commercial Code, which remedies may be pursued separately, successively, or simultaneously. (c) In connection with Holder shall also have any other rights that Holder may have been afforded under any contract or agreement at any time and any other rights that Holder may have pursuant to applicable law. (d) 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 Holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the 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 New York Uniform Commercial Code, by law, or in equity. No exercise by Holder of one right or remedy shall be deemed an election, and no waiver by Holder of any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may Default shall be rescinded and annulled by the Investor at any time prior to payment hereunderdeemed a continuing waiver. No such rescission delay by Holder shall constitute a waiver, election, or annulment shall affect any subsequent Event of Default or impair any right consequent theretoacquiescence by it.

Consequences of Events of Default. (ai) At When any time Event of Default has occurred and is continuing, the interest rate on this Guaranteed Senior Secured Primary Note shall increase to the Default Interest Rate. Any increase of the interest rate resulting from the operation of this clause 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 clause), provided, however, that nothing herein shall prevent subsequent increases of the interest rate to the Default Interest Rate upon any subsequent Defaults or times following Events of Default by the occurrence and during the continuance of Company. (ii) If an Event of DefaultDefault of the type described in Section 6(a)(vi) has occurred, the Investor may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase all or any portion of the outstanding aggregate principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus Guaranteed Senior Secured Primary Note (together with all accrued but unpaid interest thereon and all other amounts then owing due and payable with respect thereto) shall become immediately due and payable without any action on the part of the Noteholder, and the Company shall immediately pay to the Investor under the Loan Documents, through the date of purchase. The aggregate amount Noteholder all amounts due and payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowershereunder. (biii) Upon If any Event of Default has occurred (other than under Section 6(a)(vi)), the occurrence of any Bankruptcy Event with respect Noteholder may declare this Guaranteed Senior Secured Primary Note to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall be immediately become due and payable in full in dollars in cash and may demand immediate payment of the Unpaid Principal Amount (free of any claim of subordinationtogether with all accrued and unpaid interest and all other amounts due and payable with respect thereto), without any action by the Investor. (civ) In connection with If any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair Default shall occur and be continuing, the Holder of any right consequent theretoGuaranteed Senior Secured Primary Note may proceed to protect and enforce its rights under the Guaranteed Senior Secured Primary Note and the Securities Purchase Agreement by exercising such remedies as are available to such Holder in respect thereof, under applicable Law, whether for specific performance of any covenant or other agreement contained in this Guaranteed Senior Secured Primary Note or otherwise; no remedy is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at Law or in equity or by statute or otherwise. (v) If an Event of Default or Default shall occur and be continuing, payments by the Company of amounts due to the Noteholder shall be made in the following order or priority: (A) all accrued unpaid past due interest on the Notes issued pursuant to the Securities Purchase Agreement; (B) all accrued unpaid interest due on the Notes issued pursuant to the Securities Purchase Agreement and the Ancillary Agreements; (C) all accrued unpaid and past due amounts pursuant to the Securities Purchase Agreement and the Ancillary Agreements; (D) all other accrued unpaid amounts pursuant to the Securities Purchase Agreement and the Ancillary Agreements; and

Consequences of Events of Default. (ai) At any time or times following the occurrence and during the continuance of If an Event of DefaultDefault of the type described in subparagraph 4(a)(ii) has occurred or an Event of Default of the type described in subparagraph 4(a)(iii) has occurred and continues for 30 days or any other Event of Default has occurred, the Investor holder or holders of Notes representing at least 40% of the aggregate principal amount of Notes then outstanding may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% the Notes due and payable and demand immediate payment of such all or any portion of the outstanding principal amount plus all accrued but unpaid interest thereon and other amounts then owing of the Notes owned by such holder or holders. The Company shall give prompt written notice of any such demand to the Investor under 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 Loan DocumentsNotes demand immediate payment of all or any portion of such holder's Notes, through the date Company shall immediately pay to such holder or holders the outstanding principal amount of purchase. The aggregate amount payable pursuant the Notes requested to be paid plus, subject to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery terms of the Event NoticeNotes, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowersaccrued interest thereon. (bii) Upon Each holder of the occurrence Notes shall also have any other rights which such holder may have been afforded under the Deed of Charge and any other rights which such holder may have pursuant to applicable law. 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 Bankruptcy Event with respect to right, power, or privilege hereunder preclude any other or further exercise thereof or the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free exercise of any claim of subordination)other right, without any action by the Investor. (c) In connection with any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest power or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its privilege. The rights and remedies hereunder of the holder of this Note shall be cumulative and all other remedies available to it under not exclusive of any rights, remedies, warranties, or covenants provided by applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.

Consequences of Events of Default. (a) At If any time or times following Event of Default has occurred and is continuing, then the occurrence and during interest rate on this Note shall become the continuance Overdue Rate to the extent permitted by law. Any increase of the interest rate resulting from the operation of this 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 subparagraph). (b) If an Event of DefaultDefault of the type described in SECTION 7(f), (g), (i), (j), (m), (o) OR (p) has occurred, then the Investor may electaggregate outstanding Principal Amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect hereto) shall become immediately due and payable without any action on the part of the Holder, by written notice and the Debtor/Payor shall immediately pay to the Borrowers Holder all amounts due and payable with respect to this Note. (c) If an “Event Notice”of Default (other than under SECTION 7(f), to require (g), (i), (j), (m), (o) OR (p) has occurred and is continuing, then the Borrowers to purchase Holder in its sole discretion may declare all or any portion of the outstanding principal amount Principal Amount, (together with all accrued interest thereon and all other amounts due and payable with respect hereto) to be immediately due and payable and may demand immediate payment of all or any portion of the outstanding Principal Amount, (together with all accrued interest thereon and all other amounts then due and payable). If the Holder demands immediate payment of all or any portion of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus all accrued but unpaid interest thereon and other amounts then owing the Debtor/Payor shall immediately pay to the Investor under the Loan Documents, through the date of purchase. The aggregate amount Holder all amounts due and payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the InvestorNote. (c) In connection with any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.

Consequences of Events of Default. (ai) At When any time Event of Default has occurred and is continuing, the interest rate on this Senior Note shall increase to the Default Interest Rate. Any increase of the interest rate resulting from the operation of this clause 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 clause), provided, however, that nothing herein shall prevent subsequent increases of the interest rate to the Default Interest Rate upon any subsequent Defaults or times following Events of Default by the occurrence and during the continuance of Company. (ii) If an Event of DefaultDefault of the type described in Section 4(a)(iv) has occurred, the Investor may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase all or any portion of the outstanding aggregate principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus Senior Note (together with all accrued but unpaid interest thereon and all other amounts then owing due and payable with respect thereto) shall become immediately due and payable without any action on the part of the Noteholder, and the Company shall immediately pay to the Investor under the Loan Documents, through the date of purchase. The aggregate amount Noteholder all amounts due and payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowershereunder. (biii) Upon If any Event of Default has occurred (other than under Section 4(a)(iv)), the occurrence of any Bankruptcy Event with respect Noteholder may declare this Senior Note to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall be immediately become due and payable in full in dollars in cash and may demand immediate payment of the Unpaid Principal Amount (free of any claim of subordinationtogether with all accrued and unpaid interest and all other amounts due and payable with respect thereto), without any action by the Investor. (civ) In connection with If any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair Default shall occur and be continuing, the Noteholder may proceed to protect and enforce its rights under the Senior Note by exercising such remedies as are available to such Noteholder in respect thereof, under applicable Law, whether for specific performance of any right consequent theretocovenant or other agreement contained in this Senior Note or otherwise; no remedy is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at Law or in equity or by statute or otherwise. (v) If an Event of Default or Default shall occur and be continuing, payments by the Company of amounts due to the Noteholder shall be made in the following order or priority: (A) all accrued unpaid past due interest on the Senior Notes; (B) all accrued unpaid interest due on the Senior Notes; and (C) the principal amount due under the Senior Notes.

Consequences of Events of Default. Subject to Section 3: (ai) At If any time or times following the occurrence and during the continuance of an Event of DefaultDefault of the type described in Section 4(a)(i) has occurred and is continuing, the Investor holder of this Note may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to 100% be immediately due and payable and may demand immediate payment of such all or any portion of the outstanding principal amount plus of this Note (together with all such other amounts then due and payable). If the holder of this Note demands immediate payment of all or any portion of this Note, the Company shall immediately pay to such holder all amounts due and payable with respect to this Note. (ii) 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 but unpaid interest thereon and all other amounts then owing due and payable with respect thereto) shall become immediately due and payable without any action on the part of the holder of this Note, and the Company shall immediately pay to the Investor under the Loan Documents, through the date holder of purchase. The aggregate amount this Note all amounts due and payable pursuant with respect to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowersthis Note. (biii) Upon the occurrence The holder of any Bankruptcy Event with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note shall also have any other rights which such holder may have been afforded under any contract or agreement at any time and any other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investorrights which such holder may have pursuant to applicable law. (civ) In connection with any Event of DefaultThe Company hereby waives diligence, the Investor need not provide and the Borrowers hereby waive any presentment, protest and demand and notice of protest and demand, protest or other notice dishonor and nonpayment of any kind (other than the Event Notice)this Note, and the Investor may immediately enforce expressly agrees that this Note, or any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration payment hereunder, may be rescinded extended from time to time and annulled by that the Investor at holder hereof may accept security for this Note or release security for this Note, all without in any time prior to payment way affecting the liability of the Company hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.

Consequences of Events of Default. If any Event of Default shall occur and be continuing, the entire outstanding principal amount of the Note (plus all accrued interest thereon) will automatically be and become immediately due and payable. Lender may proceed to protect and enforce its rights under this Note by exercising such remedies as are available to Lender in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Note or in aid of the exercise of any power granted in this Note. No remedy conferred in this Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise. No delay or omission of Lender to exercise any right or remedy with respect to this Note will impair, or constitute a waiver of, any such right or remedy. Borrower and all sureties, endorsers, guarantors and other parties hereafter assuming or otherwise becoming liable for the payment of any sum of money payable under this Note (a) At any time jointly and severally waive grace, presentment and demand for payment, protest and notice of protest, and non payment, and all other notice, including notice of intent to accelerate the Maturity Date and notice of acceleration of the Maturity Date, filing of suit and diligence in collecting this Note, and (b) severally agree that Lender shall not be required first to institute suit or times following the occurrence and during the continuance exhaust its remedies hereon against Borrower or others liable or to become liable hereon in order to enforce payment of an Event this Note by it. Any check, draft, money order or other instrument given in payment of Default, the Investor may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus all accrued but unpaid interest thereon and other amounts then owing to the Investor under the Loan Documents, through the date of purchase. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note shall be accepted by Lender and other amounts then owing under handled in collection in the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investorcustomary manner. (c) In connection with any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.

Consequences of Events of Default. (ai) At If any Event of Default has occurred and is continuing, the interest rate on the Note shall increase immediately by an increment of one percentage point to the extent permitted by law. Thereafter, until such time or times following as no Events of Default exist, the occurrence and during interest rate shall increase automatically at the continuance end of each succeeding 60-day period by an additional increment of one percentage point to the extent permitted by law (but in no event shall the interest rate exceed 11 1/2%). Any increase of the interest rate resulting from the operation of this 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 subparagraph). (ii) If an Event of DefaultDefault of the type described in subparagraph 3(a)(iv) has occurred, the Investor may electaggregate 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 holder of this Note, by written notice and the Company shall immediately pay to the Borrowers holder of this Note all amounts due and payable with respect to this Note. (an “iii) If any Event Notice”of Default (other than under subparagraph 3(a)(iv)) has occurred and is continuing, to require the Borrowers to purchase holder of this Note may declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus Note (together with all accrued but unpaid interest thereon and all other amounts then owing due and payable with respect thereto) to be immediately due and payable. If any holder of this Note demands immediate payment of all or any portion of this Note, the Investor under the Loan Documents, through the date of purchase. The aggregate amount Company shall immediately pay to such holder all amounts due and payable pursuant with respect to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowersthis Note. (biv) Upon the occurrence The holder of any Bankruptcy Event with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note shall also have any other rights which such holder may have been afforded under any contract or agreement at any time and any other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investorrights which such holder may have pursuant to applicable law. (cv) In connection with any Event of DefaultThe Company hereby waives diligence, the Investor need not provide and the Borrowers hereby waive any presentment, protest and demand and notice of protest and demand, protest or other notice dishonor and nonpayment of any kind (other than the Event Notice)this Note, and the Investor may immediately enforce expressly agrees that this Note, or any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration payment hereunder, may be rescinded extended from time to time and annulled by that the Investor at holder hereof may accept security for this Note or release security for this Note, all without in any time prior to payment way affecting the liability of the Company hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.

Consequences of Events of Default. (ai) At any time or times following Upon the occurrence and during the continuance of an Event of Default, the Investor may elect, interest rate on the Note shall increase immediately by written notice an increment of two (2) percentage points to the Borrowers (an “Event Notice”), to require the Borrowers to purchase all or any portion extent permitted by law. Any such increase of the outstanding principal amount interest rate resulting from the operation of this Notesubparagraph shall terminate as of the close of business on the first subsequent date on which no Events of Default exist (subject to subsequent increases pursuant to this subparagraph). (ii) If an Event of Default has occurred, as indicated in such Event Noticethe Principal Amount, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus together with all accrued but unpaid interest thereon of the Note on such date shall become immediately due and other amounts then owing payable without any action on the part of the Noteholder, and the Borrower shall immediately pay to the Investor under the Loan Documents, through the date of purchase. The aggregate amount Noteholder all amounts due and payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event with respect to the Company Note. (iii) The Noteholder shall also have any other rights which such holder may have been afforded under Security Agreement, any other contract or WHIagreement and any other rights which such holder may have pursuant to applicable law. (iv) The Borrower 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 Noteholder may accept security for this Note or release security for this Note, all outstanding principal without in any way affecting the liability of the Borrower hereunder. (v) The Noteholder's right and accrued but unpaid interest remedies shall be cumulative. No exercise by the Noteholder of one right or remedy shall be deemed an election which precludes other remedies, and no waiver by the Noteholder of any Event of Default on the Borrower's part shall be deemed made unless done in a writing signed by the Noteholder. No delay by the Noteholder shall constitute a waiver, election, or acquiescence by it. (vi) The Borrower shall pay, or reimburse the Noteholder for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys fees and expenses) paid or incurred by the Noteholder before and after judgment in enforcing, protecting or preserving its rights under this Note and other amounts then owing as a Noteholder under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the InvestorSecurity Agreement. (cvii) In connection with any If the Borrower becomes aware of the occurrence of an Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other it shall give notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent theretoto the Noteholder and IDI. If the Noteholder believes that an Event of Default has occurred and has not received notice to that effect from the Borrower, it shall give notice of such Event of Default to the Borrower and IDI.

Consequences of Events of Default. If any Event of Default (a) At any time or times following the occurrence and during the continuance of other --------------------------------- than an Event of DefaultDefault specified in clauses (vii) or (viii) of Section 4(a) hereof) occurs and is continuing, the Investor holder or holders of Notes representing at least 25% of the aggregate principal amount of Notes then outstanding may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% the Notes due and payable and demand immediate payment of such all or any portion of the outstanding principal amount plus all accrued but unpaid interest thereon and other amounts then owing of the Notes owned by such holder or holders. The Company shall give prompt written notice of any such demand to the Investor 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 (including any accreted interest thereon) to be paid plus, subject to the terms of the Notes, accrued interest thereon. If an Event of Default specified in clause (vii) or (viii) of Section 4(a) hereof occurs, the foregoing amount shall be due and payable immediately without further action or notice. Each holder of the Notes shall also have any other rights which such holder may have been afforded under the Loan DocumentsPledge Agreement and any other rights which such holder may have pursuant to applicable law. No omission, through 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 right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the holder of this Note shall be cumulative and not exclusive of any rights, remedies, warranties, or 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 purchase. The aggregate amount payable pursuant to payment that would otherwise be due but for the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free provisions of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investor. (c) In connection with any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.sentence): 1998 ................................................................ 149.000% 1999 ................................................................ 142.000% 2000 ................................................................ 135.000% 2001 ................................................................ 128.000% 2002 ................................................................ 121.000% 2003 ................................................................ 121.000%

Consequences of Events of Default. (ai) At If any Event of Default has occurred, then the interest rate on the Notes and all other Obligations (to the extent permitted by law) shall increase immediately by an increment of two (2) percentages points to the extent permitted by law. Thereafter, until such time or times following as no Events of Default exists, the occurrence and during interest rate shall increase automatically at the continuance end of each succeeding 30-day period by an additional increment of two (2) percentage points to the extent permitted by law. Any increase of the interest rate resulting from the operation of this subparagraph shall terminate as of the close of business on the date on which no Event of Default exists (subject to the subsequent increases pursuant to this subparagraph). (ii) If an Event of DefaultDefault of the type described in Section 7.1(iv) has occurred then the aggregate principal amount of the Notes (together with all accrued interest thereon and all other Obligations) shall become immediately due and payable without any action on the part of the holders of the Notes, and the obligors shall immediately pay to the holders of the Notes all amounts due and payable with respect to the Notes and all other Obligations. (iii) If an Event of Default (other than under Section 7.1(iv)) has occurred and is continuing, the Investor 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 elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal the Notes (together with all accrued interest thereon and all other Obligations owned to 100% them) to be immediately due and payable and may demand immediate payment of such all or any portion of the outstanding principal amount plus of the Notes (together with all accrued but unpaid interest thereon such Obligations owned to them then due and other amounts then owing payable) owned by such holder or holders. The Company shall give prompt written notice of any such demand to the Investor under the Loan Documentsother holders of Notes, through the date each of purchasewhich may demand immediate payment of all or any portion of such holder's Note. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of If any claim of subordination) no later than the 5th Trading Day following the date of delivery holder or holders of the Event NoticeNotes demand immediate payment of all or any portion of the Notes, the obligors shall immediately pay to such holder or holders all amounts due and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event payable with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investor. (c) In connection such Notes together with any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available Obligations owned to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent theretothem.

Consequences of Events of Default. (ai) At If any time or times following Event of Default has occurred and is continuing, then the occurrence and during interest rate on the continuance Note shall increase automatically by an increment of five percentage points effective as of the date of the Event of Default. Any increase of the interest rate resulting from the operation of this subsection shall terminate as of the close of business on the date on which no Event of Default exists (subject to subsequent increases pursuant to this subsection). (ii) If an Event of DefaultDefault of the type described in SECTION 10.1(iv) has occurred, then the Investor may electaggregate outstanding principal amount of the 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 holders of the Note, by written notice and the Borrowers shall immediately pay to the Borrowers holders of the Note all amounts due and payable with respect to the Note. (iii) If an “Event Notice”of Default (other than under SECTION 10.1(iv)) has occurred and is continuing, to require then any holder or holders of the Borrowers to purchase Note then outstanding may declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal the Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to 100% be immediately due and payable and may demand immediate payment of such all or any portion of the outstanding principal amount plus of the Note (together with all accrued but unpaid interest thereon and such other amounts then owing to the Investor under the Loan Documents, through the date of purchasedue and payable) owned by such holder or holders. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price give prompt written notice of any such demand to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery other holders of the Event NoticeNote, each of which may demand immediate payment of all or any portion of such holder's Note. If any holder or holders of the Note demand immediate payment of all or any portion of the Note, the Borrowers shall immediately pay to such holder or holders all amounts due and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event payable with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note and other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the InvestorNote. (civ) In connection with If any Event of DefaultDefault has occurred and is continuing, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice amount of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies Workstream Administrative Expenses permitted to be paid hereunder and all other remedies available to it under applicable law. Any such declaration may shall be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent theretoreduced as described in SECTION 6.1.

Consequences of Events of Default. If the Triggering Event has occurred and any Event of Default shall have occurred and be continuing, the entire outstanding principal amount of the Note (plus all accrued interest thereon) will automatically be mature and become immediately due and payable. Lender may proceed to protect and enforce its rights under this Note by exercising such remedies as are available to Lender in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Note or in aid of the exercise of any power granted in this Note. No remedy conferred in this Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in added on to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise. No delay or omission of Lender to exercise any right or remedy with respect to this Note will impair, or constitute a waiver of, any such right or remedy. Borrower and all sureties, endorsers, guarantors and other parties hereafter assuming or otherwise becoming liable for the payment of any sum of money payable under this Note (a) At any time jointly and severally waive grace, presentment and demand for payment, protest and notice of protest, and non payment, and all other notice, including notice of intent to accelerate the Maturity Date and notice of acceleration of the Maturity Date, filing of suit and diligence in collecting this Note, and (b) severally agree that Lender shall not be required first to institute suit or times following the occurrence and during the continuance exhaust its remedies hereon against Borrower or others liable or to become liable hereon in order to enforce payment of an Event this Note by it. Any check, draft, money order or other instrument given in payment of Default, the Investor may elect, by written notice to the Borrowers (an “Event Notice”), to require the Borrowers to purchase all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal to 100% of such outstanding principal amount plus all accrued but unpaid interest thereon and other amounts then owing to the Investor under the Loan Documents, through the date of purchase. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowers. (b) Upon the occurrence of any Bankruptcy Event with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note shall be accepted by Lender and other amounts then owing under handed in collection in the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investorcustomary manner. (c) In connection with any Event of Default, the Investor need not provide and the Borrowers hereby waive any presentment, demand, protest or other notice of any kind (other than the Event Notice), and the Investor may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration may be rescinded and annulled by the Investor at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.

Consequences of Events of Default. (ai) At If any time Event of Default has occurred the interest rate on this Note shall increase immediately to the lesser of 18% or times following the occurrence and during the continuance of highest interest rate permitted by law. (ii) If an Event of DefaultDefault of the type described in subparagraph 3(a)(iv) has occurred, the Investor may electaggregate 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 holders of this Note, by written notice and the Company shall immediately pay to the Borrowers holders of this Note all amounts due and payable with respect to this Note. (an “iii) If any Event Notice”of Default has occurred (other than under subparagraph 3(a)(iv)), to require the Borrowers to purchase holder of this Note may declare all or any portion of the outstanding principal amount of this Note, as indicated in such Event Notice, for a purchase price in dollars in cash equal Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) to 100% be immediately due and payable and may demand immediate payment of such all or any portion of the outstanding principal amount plus of this Note (together with all accrued but unpaid interest thereon and such other amounts then owing to the Investor under the Loan Documents, through the date of purchase. The aggregate amount payable pursuant to the preceding sentence is referred to as the “Event Price.” The Borrowers shall jointly due and severally pay the Event Price to the Investor (free of any claim of subordination) no later than the 5th Trading Day following the date of delivery of the Event Notice, and upon receipt thereof the Investor shall deliver the original Note so repurchased to the Borrowerspayable). (biv) Upon the occurrence The holder of any Bankruptcy Event with respect to the Company or WHI, all outstanding principal and accrued but unpaid interest on this Note shall also have any other rights which such holder may have been afforded under any contract or agreement at any time and any other amounts then owing under the Loan Documents shall immediately become due and payable in full in dollars in cash (free of any claim of subordination), without any action by the Investorrights which such holder may have pursuant to applicable law. (cv) In connection with any Event of DefaultThe Company hereby waives diligence, the Investor need not provide and the Borrowers hereby waive any presentment, protest and demand and notice of protest and demand, protest or other notice dishonor and nonpayment of any kind (other than the Event Notice)this Note, and the Investor may immediately enforce expressly agrees that this Note, or any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Any such declaration payment hereunder, may be rescinded extended from time to time and annulled by that the Investor at holder hereof may accept security for this Note or release security for this Note, all without in any time prior to payment way affecting the liability of the Company hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereto.