Common use of FOR VALUE RECEIVED Clause in Contracts

FOR VALUE RECEIVED. Borrower promises to pay to the order of Lender at 333 Earle Ovington Boulevard, Unioxxxxx, Xxx Xxxx 00553, or such other place as may be designated by written notice to Borrower from or on behalf of Lender the principal sum of Thirty Million and no/100 Dollars (US $30,000,000.00) on the Maturity Date (as defined the Loan Agreement (as defined below), or such later date as extended to in accordance with the terms of the Loan Agreement. Borrower also promises to pay interest on the unpaid principal balance of this Note, for the period any principal is outstanding under this Note, at the office specified above, at the time and rate per annum specified in the Loan Agreement. Any amount of principal or interest due and payable pursuant to this Note which is not paid when due, whether by stated maturity, acceleration or otherwise, shall bear interest from the date when due until said principal amount or interest is paid in full, payable on demand, at a rate per annum equal at all times to the Default Rate. If this Note becomes due and payable on a day other than a Business Day, the maturity of this Note shall be extended to the next following Business Day, and interest shall be payable on such payment at the rate specified in this Note during such extension. All payments on this Note shall be made in lawful money of the United States of America in immediately available funds. Reference is made to the Loan Agreement dated December __, 2005 between Borrower and Lender ("Loan Agreement"). This Note is the Promissory Note referenced in the Loan Agreement and evidences the Loan made by Lender to Borrower pursuant to the Loan Agreement. All capitalized terms used in this Note which are not defined in this Note shall have the meaning specified for such term in the Loan Agreement. The Loan Agreement provides for the acceleration of the maturity of the Loan upon the occurrence of an Event of Default and for prepayments on the terms and conditions set forth in such Loan Agreement. Borrower hereby waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Note. This Note shall be governed by, and interpreted and construed in accordance with, the laws of the state of New York, without regard to its conflicts of law provisions.

FOR VALUE RECEIVED. Borrower promises to pay in lawful money of the United States, to the order of Lender Agent for the benefit of Lender, at 333 Earle Ovington Boulevard0000 Xxxxxxx Xx Xxx Xxxxxx, UnioxxxxxXxxxx 000, Xxx Xxxx 00553Xxxxx Xxxx, Xxxxxxxxxx 00000, or such other place as Agent may be designated by written notice from time to time designate in writing to Borrower from or on behalf of Lender (“Agent’s Office”), the principal sum of Thirty Million $____________ together with interest thereon and no/100 Dollars (US $30,000,000.00) on the Maturity Date (as defined all other amounts specified in the Loan Agreement (as defined below), or such later date as extended to provided in accordance with the terms of hereof and the Loan Agreement. Borrower also promises This Promissory Note is one of the Notes referred to pay interest on in, and is executed and delivered in connection with, the unpaid principal balance Loan Agreement, and is entitled to the benefit and security of this Note, for the period any principal is outstanding under this Note, at Loan Agreement and the office specified above, at the time and rate per annum specified other Loan Documents (as defined in the Loan Agreement. Any amount ), to which reference is made for a statement of principal or interest due all of the terms and payable pursuant to this Note conditions thereof and which is not paid when due, whether are hereby incorporated by stated maturity, acceleration or otherwise, shall bear interest from the date when due until said principal amount or interest is paid in full, payable on demand, at a rate per annum equal at all times to the Default Rate. If this Note becomes due and payable on a day other than a Business Day, the maturity of this Note shall be extended to the next following Business Day, and interest shall be payable on such payment at the rate specified in this Note during such extensionreference. All payments on this Note due hereunder shall be made in lawful money of the United States of America in immediately available funds. Reference is made to the Loan Agreement dated December __, 2005 between Borrower and Lender ("Loan Agreement"). This Note is the Promissory Note referenced in the Loan Agreement and evidences the Loan made by Lender to Borrower pursuant to accordance with the Loan Agreement. All capitalized terms used in this Note which are not defined in this Note the Loan Agreement shall have the meaning specified for such term in the Loan Agreementsame definitions when used herein, unless otherwise defined herein. The Loan Agreement provides for the acceleration of the maturity of the Loan upon the occurrence of an An Event of Default and for prepayments on under the terms and conditions set forth in such Loan AgreementAgreement shall constitute a default under this Promissory Note. Borrower hereby waives presentmentpresentment and demand for payment, notice of dishonor, protest and notice of protest under the Code and any other notice applicable law. Borrower agrees to make all payments under this Note without setoff, recoupment or formality with respect to this Notededuction and regardless of any counterclaim or defense. No delay or omission by Lender or Agent in exercising or enforcing any of their powers, rights, privileges, remedies or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver. This Note shall be governed bybinding upon Borrower and upon its successors, assigns, and interpreted representatives, and shall inure to the benefit of Lender and its successors, endorsees and assigns. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. For the avoidance of doubt, it is agreed that (i) this Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the state State of New YorkCalifornia, without regard to its excluding any conflicts of law provisionsrules or principles that would cause the application of the laws of any other jurisdiction, and (ii) that the Choice of Law and Venue; Jury Trial Waiver provisions of Section 13 of the Loan Agreement are deemed to be incorporated herein, mutatis mutandis.

FOR VALUE RECEIVED. Borrower promises Each of You, jointly and severally, hereby promise to pay to the order of Lender TriplePoint Capital LLC or the holder of this Promissory Note at 333 Earle Ovington Boulevard0000 Xxxx Xxxx Xxxx, UnioxxxxxXxx. 000, Xxx Xxxx 00553Xxxxx Xxxx, XX, 00000 or such other place of payment as may be designated by written notice to Borrower from or on behalf of Lender the principal sum of Thirty Million and no/100 Dollars (US $30,000,000.00) on the Maturity Date (as defined the Loan Agreement (as defined below), or such later date as extended to in accordance with the terms of the Loan Agreement. Borrower also promises to pay interest on the unpaid principal balance holder of this NotePromissory Note may specify from time to time in writing, for the period any principal is outstanding under this Note, at the office specified above, at the time and rate per annum specified in the Loan Agreement. Any amount of principal or interest due and payable pursuant to this Note which is not paid when due, whether by stated maturity, acceleration or otherwise, shall bear interest from the date when due until said principal amount or interest is paid in full, payable on demand, at a rate per annum equal at all times to the Default Rate. If this Note becomes due and payable on a day other than a Business Day, the maturity of this Note shall be extended to the next following Business Day, and interest shall be payable on such payment at the rate specified in this Note during such extension. All payments on this Note shall be made in lawful money of the United States of America in immediately available funds. Reference is made to America, the Loan Agreement dated December __principal amount of /100 Dollars ($ ) together with interest at Prime Rate plus percent ( %) per annum, 2005 between Borrower and Lender ("Loan Agreement"). This Note is from the date of this Promissory Note referenced in to maturity of each installment on the Loan Agreement principal remaining unpaid, such principal and evidences the Loan made by Lender interest to Borrower pursuant to the Loan Agreement. All capitalized terms used in be paid as stated on Page 1 of this Promissory Note which are not defined in this Note shall have the meaning specified for such term and as set forth in the Loan Agreement. The Loan Agreement provides In addition to Your final payment, You will pay Us an amount equal to percent ( %) of the principal amount of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the acceleration actual number of days occurring in the maturity period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing. The aggregate outstanding principal balance of the Loan upon the occurrence of an Event of Default this Promissory Note shall be due and for prepayments payable in full in immediately available funds on the terms Maturity Date, if not sooner paid in full. You waive presentment and conditions set forth in such Loan Agreement. Borrower hereby waives presentmentdemand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. You will not, directly or indirectly, use the proceeds of any Advance(s) under this Promissory Note, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of any sanctions administered by OFAC, or in any other notice or formality with respect to manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in any Advance(s) under this Promissory Note. This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by, and interpreted by and construed and enforced in accordance with, the laws of the state State of New YorkCalifornia, without regard to its excluding any conflicts of law provisions.rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERS YOU: PERSONALIS, INC. Signature: Print Name: Title:

FOR VALUE RECEIVED. Borrower hereby promises to pay to the order of Lender at 333 Earle Ovington BoulevardLender, Unioxxxxx, Xxx Xxxx 00553, or such other place as may be designated by written notice to Borrower from or on behalf of Lender the principal sum of Thirty Million and no/100 Dollars ONE BILLION THREE HUNDRED AND FIFTY MILLION DOLLARS (US $30,000,000.001,350,000,000) on the Maturity Date (as defined the Loan Agreement (as defined below), or such later date lesser amount as extended to in accordance with shall equal the terms of the Loan Agreement. Borrower also promises to pay interest on the unpaid aggregate outstanding principal balance of this Note, for the period any principal is outstanding under this Note, at the office specified above, at the time and rate per annum specified in the Loan Agreement. Any amount of principal or interest due and payable pursuant to this Note which is not paid when due, whether by stated maturity, acceleration or otherwise, shall bear interest from the date when due until said principal amount or interest is paid in full, payable on demand, at a rate per annum equal at all times to the Default Rate. If this Note becomes due and payable on a day other than a Business Day, the maturity of this Note shall be extended to the next following Business Day, and interest shall be payable on such payment at the rate specified in this Note during such extension. All payments on this Note shall be made in lawful money of the United States of America in immediately available funds. Reference is made to the Loan Agreement dated December __, 2005 between Borrower and Lender ("Loan Agreement"). This Note is the Promissory Note referenced in the Loan Agreement and evidences the Loan Revolving Loans made by Lender to Borrower pursuant to the Credit Agreement, on or before the Revolving Loan Maturity Date specified in the Credit Agreement; and to pay interest on said sum, or such lesser amount, at the rates and on the dates provided in the Credit Agreement. All capitalized This Note is subject to the terms used in of the Credit Agreement, including the rights of prepayment and the rights of acceleration of Maturity. Without limiting the foregoing, the obligations of Borrower under this Note which are not defined secured as described in this Note Section VII of the Credit Agreement. Borrower shall have the meaning specified for such term pay fees and expenses of Lender as provided in the Loan Agreement. The Loan Agreement provides for the acceleration of the maturity of the Loan upon the occurrence of an Event of Default and for prepayments on the terms and conditions set forth in such Loan Credit Agreement. Borrower hereby waives notice of presentment, demand, protest or notice of dishonor, protest and any other notice or formality with respect to this Notekind. This Note shall be governed by, and interpreted by and construed in accordance with, with the laws of the state of New York, Minnesota without regard to its conflicts conflict of law provisions.principles. This Note may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement. Delivery of an executed signature page counterpart to this Note via facsimile or other similar method of electronic transmission (including via email with attached .pdf) shall be effective as if it were delivery of a manually delivered, original, executed counterpart thereof. Intercompany Loan Red Iron Acceptance, LLC and Huntington Distribution Finance, Inc. IN WITNESS WHEREOF, the parties hereto have executed this Note as of the date first above written. RED IRON ACCEPTANCE, LLC By: EXHIBIT ONLY Name: EXHIBIT ONLY Its: EXHIBIT ONLY ACCEPTED BY: HUNTINGTON DISTRIBUTION FINANCE, INC. BY: EXHIBIT ONLY Name: EXHIBIT ONLY ITS: EXHIBIT ONLY

FOR VALUE RECEIVED. the Borrower promises to pay to the order of the Bank, when due as provided herein, at the office of the Lender located at 333 Earle Ovington Boulevard00 Xxxxx Xxxxxx, Unioxxxxx4th Floor, Xxx Xxxx 00553Greenwich, CT 06830, the aggregate principal amount of TEN MILLION and 00/100 DOLLARS ($10,000,000.00) or such other place portion thereof as may be designated advanced by written notice the Lender pursuant to Borrower from or on behalf of Lender the principal sum of Thirty Million and no/100 Dollars (US $30,000,000.00) on the Maturity Date (as defined the Loan Agreement (as defined below), or such later date as extended to in accordance with the terms Section 2.2 of the Loan Agreement, together with interest as provided in the Loan Agreement. The Borrower also promises is obligated to pay interest on the unpaid principal balance of this NoteNote to the Lender, for as provided in Section 5.2 of the period any principal is outstanding under this Note, at Loan Agreement. Accrued interest shall be payable in the office specified above, at amounts and on the time and rate per annum specified dates provided in the Loan Agreement. All outstanding principal and accrued unpaid interest, costs and fees shall become due on the Maturity Date (whether by acceleration or otherwise). The Borrower may prepay all or any part of the principal outstanding under the Note at any time, without premium or penalty. Any amount holder of principal or interest this Note may declare all indebtedness evidenced by this Note to be immediately due and payable pursuant whenever such holder has the right to this Note which is not paid when due, whether by stated maturity, acceleration or otherwise, shall bear interest from the date when due until said principal amount or interest is paid in full, payable on demand, at a rate per annum equal at all times to the Default Rate. If this Note becomes due and payable on a day other than a Business Day, the maturity of this Note shall be extended to the next following Business Day, and interest shall be payable on such payment at the rate specified in this Note during such extension. All payments on this Note shall be made in lawful money of the United States of America in immediately available funds. Reference is made to the Loan Agreement dated December __, 2005 between Borrower and Lender ("Loan Agreement"). This Note is the Promissory Note referenced in the Loan Agreement and evidences the Loan made by Lender to Borrower pursuant to do so under the Loan Agreement. All capitalized terms used in this Note which are not defined in this Note shall have the meaning specified for such term in the Loan Agreement. The Loan Agreement provides for the acceleration of the maturity of the Loan upon the occurrence of an Event of Default and for prepayments on the terms and conditions set forth in such Loan Agreement. Borrower hereby waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Note. This Note shall be governed by, and interpreted and construed in accordance with, by the laws of the state State of New York. The Borrower agrees to pay all costs and expenses incurred by the holder hereof in enforcing this Note, including, without regard to its conflicts of law provisionslimitation, reasonable attorney’s fees and legal expenses. THE BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE.

FOR VALUE RECEIVED. Borrower promises Each of You, jointly and severally, hereby promise to pay to the order of Lender or the holder of this Promissory Note at 333 Earle Ovington Boulevard0000 Xxxx Xxxx Xxxx, UnioxxxxxXxx. 000, Xxx Xxxx 00553Xxxxx Xxxx, XX, 00000 or such other place of payment as may be designated by written notice to Borrower from or on behalf of Lender the principal sum of Thirty Million and no/100 Dollars (US $30,000,000.00) on the Maturity Date (as defined the Loan Agreement (as defined below), or such later date as extended to in accordance with the terms of the Loan Agreement. Borrower also promises to pay interest on the unpaid principal balance holder of this NotePromissory Note may specify from time to time in writing, for the period any principal is outstanding under this Note, at the office specified above, at the time and rate per annum specified in the Loan Agreement. Any amount of principal or interest due and payable pursuant to this Note which is not paid when due, whether by stated maturity, acceleration or otherwise, shall bear interest from the date when due until said principal amount or interest is paid in full, payable on demand, at a rate per annum equal at all times to the Default Rate. If this Note becomes due and payable on a day other than a Business Day, the maturity of this Note shall be extended to the next following Business Day, and interest shall be payable on such payment at the rate specified in this Note during such extension. All payments on this Note shall be made in lawful money of the United States of America in immediately available funds. Reference is made to America, the Loan Agreement dated December principal amount of __________________________/100 Dollars ($_________________) together with interest at ___ percent (___%) per annum, 2005 between Borrower subject to adjustment as set forth above and Lender ("Loan Agreement"). This Note is the Promissory Note referenced in the Loan Agreement Agreement, from the date of this Promissory Note to maturity of each installment on the principal remaining unpaid, such principal and evidences the Loan made by Lender interest to Borrower pursuant to the Loan Agreement. All capitalized terms used in be paid as stated on Page 1 of this Promissory Note which are not defined in this Note shall have the meaning specified for such term and as set forth in the Loan Agreement. The Loan Agreement provides In addition to Your final payment, You will pay Lender an amount equal to ______ percent (____%) of the principal amount of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the acceleration actual number of days occurring in the maturity period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing. The aggregate outstanding principal balance of the Loan upon the occurrence of an Event of Default this Promissory Note shall be due and for prepayments payable in full in immediately available funds on the terms Maturity Date, if not sooner paid in full. You waive presentment and conditions set forth in such Loan Agreement. Borrower hereby waives presentmentdemand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. You will not, directly or indirectly, use the proceeds of any Advance(s) under this Promissory Note, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of any sanctions administered by OFAC, or in any other notice or formality with respect to manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in any Advance(s) under this Promissory Note. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by, and interpreted by and construed and enforced in accordance with, the laws of the state State of New YorkCalifornia, without regard to its excluding any conflicts of law provisionsrules or principles that would cause the application of the laws of any other jurisdiction. BORROWERS YOU: HIMS, INC. Signature: Print Name: Title: EXHIBIT B ADVANCE REQUEST To: TriplePoint Venture Growth BDC Corp., Date: _______________ as a Lender and as Collateral Agent 0000 Xxxx Xxxx Xxxx Xxx 000 Xxxxx Xxxx, XX 00000 Attention: Customer Administrations Fax (000) 000-0000 HIMS, INC., a Delaware corporation, (“We” or “Us”), hereby request from Lenders an Advance under Part [___] in the amount of _________________ Dollars ($__________________) on ______________, _____ (at least five (5) Business Days from today) pursuant to the Plain English Growth Capital Loan and Security Agreement between the Parties (the “Loan Agreement”; capitalized terms not otherwise defined in this Advance Request shall be as defined in the Loan Agreement). We instruct Lenders to please make the Advance under Advance Option ______. (Indicate Option A-U) [in the event You are requesting an Advance under Advance Options A, B, C, D, E, F, G, H, I, J, K, L, M, Q, R or U, You shall have provided Us with written consent from the Working Capital Lender.] We instruct each Lender, as to its Pro Rata Share of the Advance, to please:

FOR VALUE RECEIVED. Borrower XXXXXX CORPORATION hereby promises to pay to the order of Lender BANK OF AMERICA, N.A. at 333 Earle Ovington BoulevardXxx Xxxx Xxxxxx, UnioxxxxxXxxxxxxxx, Xxx Xxxx 0055300000, or at such other place places as Bank may be designated by written notice specify in writing to Borrower from or on behalf of Lender Borrower, the principal sum of Thirty Thirteen Million and no/100 Dollars (US $30,000,000.0013,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Line advances made by Bank to Borrower. The Bank shall maintain a record of amounts of principal and interest payable by Borrower from time to time, and the records of Bank maintained in the ordinary course of business shall be prima facie evidence of the existence and amounts of the Borrower's obligations recorded therein. In addition, Bank may mail or deliver periodic statements to Borrower indicating the date and amount of each advance hereunder (but any failure to do so shall not relieve Borrower of the obligation to repay any advance). Unless Borrower questions the accuracy of an entry on the Maturity Date (as defined the Loan Agreement (as defined below)any periodic statement within thirty business days after such mailing or delivery by Bank, or such later date as extended Borrower shall be deemed to in accordance with have accepted and be obligated by the terms of each such periodic statement as accurately representing the Loan Agreementadvances hereunder. In the event of transfer of this Revolving Line Note, or if the Bank shall otherwise deem it appropriate, Borrower also promises hereby authorizes Bank to pay interest endorse on this Revolving Line Note the unpaid amount of advances and payments to reflect the principal balance outstanding from time to time. Bank is hereby authorized to honor borrowing and other requests received from purported representatives of this NoteBorrower orally, for the period any principal is outstanding under this Noteby telecopy, at the office specified abovein writing, at the time and rate per annum specified in the Loan Agreement. Any amount of principal or interest due and payable pursuant to this Note which is not paid when due, whether by stated maturity, acceleration or otherwise, shall bear interest from the date when due until said principal amount or interest is paid in full, payable on demand, at a rate per annum equal at all times to the Default Rate. If this Note becomes due and payable on a day other than a Business Day, the maturity of this Note Oral requests shall be extended conclusively presumed to the next following Business Day, and interest shall be payable on such payment at the rate specified in this Note during such extension. All payments on this Note shall be made in lawful money of the United States of America in immediately available funds. Reference is made to the Loan Agreement dated December __, 2005 between Borrower and Lender ("Loan Agreement"). This Note is the Promissory Note referenced in the Loan Agreement and evidences the Loan have been made by Lender an authorized person and Bank's crediting of Borrower's account with the amount requested shall conclusively establish Borrower's obligation to Borrower pursuant to repay the Loan Agreement. All capitalized terms used in this Note which are not defined in this Note shall have the meaning specified for such term in the Loan Agreement. The Loan Agreement provides for the acceleration of the maturity of the Loan upon the occurrence of an Event of Default and for prepayments on the terms and conditions set forth in such Loan Agreement. Borrower hereby waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Note. This Note shall be governed by, and interpreted and construed in accordance with, the laws of the state of New York, without regard to its conflicts of law provisionsamount advanced.

FOR VALUE RECEIVED. the Borrower hereby promises to pay to the order of Lender (the "Bank"), at 333 Earle Ovington Boulevardthe office of the Agent at its address set forth in the Agreement, Unioxxxxxon August 14, Xxx Xxxx 005532002, or such other place as may be designated by written notice to Borrower from or on behalf of Lender the principal sum of Thirty Million and no/100 Dollars MILLION DOLLARS (US $30,000,000.00) $ ). Interest on the Maturity Date (as defined the Loan Agreement (as defined below), or such later date as extended to unpaid principal balance hereof shall be due and payable and calculated in accordance with the terms of the Loan Agreement. Borrower also promises to pay The interest on rate will be adjusted, when necessary and if appropriate, in accordance with the unpaid principal balance terms of this Note, for the period any principal is outstanding under this Note, Agreement. Interest payments shall be made at the office specified above, at of the time and rate per annum specified Agent set forth in the Loan Agreement. Any amount of principal or interest due and payable pursuant to this Note which is not paid when due, whether by stated maturity, acceleration or otherwise, shall bear interest from the date when due until said principal amount or interest is paid in full, payable on demand, at a rate per annum equal at all times to the Default Rate. If this Note becomes due and payable on a day other than a Business Day, the maturity of this Note shall be extended to the next following Business Day, and interest shall be payable on such payment at the rate specified in this Note during such extension. All payments on this Note shall be made in lawful money of the United States of America in immediately available funds. Reference is made to the Loan Agreement dated December __, 2005 between Borrower and Lender ("Loan Agreement"). This Note is one of the Promissory Note referenced Notes referred to in the Loan Agreement and evidences the Loan made by Lender to Borrower pursuant to the Loan Agreement. All capitalized terms used in this Note which of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if the same were fully set forth herein including but not defined in this Note shall have limited to the meaning specified for such term in provisions thereof relating to the Loan Agreement. The Loan Agreement provides for repayment of, prepayment of, and the acceleration of the maturity of of, the Loan upon indebtedness evidenced by this Note. All terms used herein as defined terms which are not defined herein but are defined in the Agreement shall have the respective meanings herein as are given them in the Agreement. Upon the occurrence of an any Event of Default specified in the Agreement, the principal hereof and for prepayments on accrued interest hereon may become forthwith due and payable, all as provided in the Agreement. In the event of a conflict between the terms of this Note and any other agreement, the terms of this Note shall control. Demand, presentation, protest, notice of dishonor and notice of default are hereby waived. This Note may be assigned by the Bank (or any other permitted holder hereof), in whole or in part, at any time and from time to time, to any person ("Permitted Assignee") in accordance with the terms and conditions set forth in such Loan provisions of the Agreement. This Note shall be binding upon the successors and assigns of the Borrower hereby waives presentment, notice and shall inure to the benefit of dishonor, protest the successors and any other notice or formality with respect to this Notethe Permitted Assignees of the Bank. This Note shall be governed by, and interpreted construed and construed enforced in accordance with, the laws of the state Commonwealth of New York, Pennsylvania without regard to its conflicts the principles thereof regarding conflict of law provisions.laws. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE BORROWER HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURT OF COMMON PLEAS OF LUZERNE COUNTY, PENNSYLVANIA AND THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA AS TO ANY AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO THE BORROWER AT ITS ADDRESS PROVIDED FOR IN SECTION 10.6 OF THE AGREEMENT, OR MAY BE MADE AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE BORROWER WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED ABOVE, OR BASED ON FORUM NON CONVENIENS, AND AGREES NOT TO ASSERT ANY DEFENSE OR CLAIM BASED ON LACK OF JURISDICTION OR VENUE, OR FORUM NON CONVENIENS. WITNESS the due execution hereof on the date first above written with intent to be legally bound hereby, and with the further intention that this Term Loan Note shall constitute a sealed instrument. ATTEST: (SEAL) PG ENERGY INC. By: By: Name: Name: Title: Title: By: Name: Title: EXHIBIT "B-1" Opinion of House Counsel of the Borrower August 14, 1997 PNC Bank, National Association as Agent for the Banks (as defined below) [address] Ladies and Gentlemen: