Common use of Interest on the Notes Clause in Contracts

Interest on the Notes. (a) The outstanding principal balance of the Notes shall accrue and bear interest at a rate per annum of 10.75% (the "Interest Rate"). (b) Interest on the Notes shall be payable in cash by Borrowers to Lender quarterly in arrears (on March 31, June 30, September 30 and December 31 of each year), except that no interest payment shall be required to be paid by the Borrowers until the first anniversary of the date of issuance of the Term A Notes; provided, however, if no Event of Default has occurred and is continuing, the Borrowers may defer any scheduled interest payment until the Maturity Date. Upon each such deferral, Borrowers shall deliver to Lender a convertible promissory note substantially in the form of Exhibit D hereto (each, a "PIK Note"). The outstanding principal balance of the PIK Notes shall accrue and bear interest at the Interest Rate, subject to adjustment in accordance with Section 1.4(e). The PIK Notes shall be eligible for conversion in accordance with Article 2 of this Agreement. (c) If any payment on the Notes (including payment of interest and Fees) becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (d) All computations of interest and Fees calculated on a per annum basis shall be made by the Lender on the basis of a three hundred and sixty- five (365) day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. (e) So long as any Event of Default shall have occurred and be continuing, the interest rates applicable to the Notes shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (f) Notwithstanding anything to the contrary set forth in this Section 1.4, if a court of competent jurisdiction determines in a final order that the rate of interest payable on the Notes exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable on the Notes shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable on the Notes been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest on the Notes shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (e) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due on the Notes been calcu lated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that the Lender has received interest on the Notes in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted by applicable law, promptly apply such excess to repay the principal amount of the Notes and thereafter shall refund any excess to Borrowers or as a court of competent jurisdiction may otherwise order.

Interest on the Notes. (a) The Borrower agrees to pay interest in respect of the outstanding principal balance amount of each Advance, in arrears on the Notes shall accrue and bear interest fifth (5th) Business Day of each month, from the date the proceeds thereof are made available to the Borrower (i.e., the date of funding) until paid, at a rate per annum equal to the lesser of 10.75% (i) the "greater of (A) prior to the effectiveness of the Interest Rate Reduction Election (1) LIBOR plus six and one-quarter percent (6.25%) per annum and (2) eight and one-quarter percent (8.25%) per annum or (B) from and after the effectiveness of the Interest Rate Reduction Election (1) LIBOR plus five and three-quarters percent (5.75%) per annum and (2) seven and three-quarters percent (7.75%) per annum and (ii) the Maximum Rate"). If Lender is ever prevented from charging or collecting interest at the Applicable Rate, then the interest rate shall continue to be the Maximum Rate until such time as Lender has charged and collected the full amount of interest that would be chargeable and collectable if interest at the Applicable Rate had always been lawfully chargeable and collectable. (b) Borrower shall have the one-time option to reduce the interest rate set forth in Section 2.3(a)(i)(A) above (the "INTEREST RATE REDUCTION ELECTION") on or prior to the first (1st) anniversary of the Closing Date (the "INTEREST RATE REDUCTION EXPIRATION DATE"). In the event Borrower wishes to make the Interest Rate Reduction Election, Borrower shall notify Lender in writing, no later than the tenth (10th) Business Day prior to the Interest Rate Reduction Expiration Date, of its desire to make the Interest Rate Reduction Election. On the fifth (5th) Business Day after Lender's receipt of such notification, the interest rate on the Notes Loan shall be payable automatically reduced to the amount set forth in cash Section 2.3(a)(i)(B) and the Advance Percentage Loan and Security Agreement (Ashford) shall be automatically reduced by Borrowers to Lender quarterly in arrears five percent (on March 31, June 30, September 30 and December 31 of each year5%), except that no interest in each case without any further action by any party. If as a result of such reduction in the Advance Percentage Borrower is required to make a payment of principal pursuant to Section 2.7, such payment shall be required to be paid by the Borrowers until the first anniversary of the date of issuance of the Term A Notes; provided, however, if no Event of Default has occurred and is continuing, the Borrowers may defer any scheduled interest payment until the Maturity Date. Upon each such deferral, Borrowers shall deliver to Lender a convertible promissory note substantially in the form of Exhibit D hereto (each, a "PIK Note"). The outstanding principal balance of the PIK Notes shall accrue and bear interest at the Interest Rate, subject to adjustment in accordance with Section 1.4(e). The PIK Notes shall be eligible for conversion in accordance with Article 2 of this Agreementmade without prepayment premium. (c) If Whenever, subsequent to the date of this Agreement, LIBOR or the Prime Rate, as applicable, is increased or decreased, the Applicable Rate shall be similarly changed without notice or demand of any payment kind by an amount equal to the amount of such change in LIBOR or the Prime Rate, as applicable, on the Notes day of such change (including payment of interest and Fees) becomes due and payable on a day other than a Business Day, the maturity thereof will be extended subject to the next succeeding Business Day and, with respect to payments Maximum Rate). The monthly interest due on the principal balance of principal, interest thereon the Loan outstanding shall be payable at the then applicable rate during such extension. (d) All computations of interest and Fees calculated on a per annum basis shall be made by the Lender on the basis of a three hundred and sixty- five (365) day year, in each case computed for the actual number of days occurring elapsed during the month in question on the basis of a year consisting of 360 days and shall be calculated by determining the average daily principal balance outstanding for each day of the month in question. The daily rate shall be equal to 1/360th times the Applicable Rate (but shall not exceed the Maximum Rate). Lender may assess a late charge equal to five percent (5%) of each delinquent payment due hereunder if such payment is not paid in the period for manner required when such payment is due. (d) Lender shall determine (which determination shall, absent manifest error, be presumptively correct) LIBOR on the applicable determination date. Notwithstanding anything to the contrary contained herein, Lender shall not be required to purchase United States dollar deposits in the London interbank market or other applicable LIBOR market to fund any Advances, but the provisions hereof shall be deemed to apply as if Lender had purchased such interest and Fees are payabledeposits to fund the Advances. (e) So long as any Event of Default If Lender determines in good faith (which determination shall have occurred be conclusive and be continuing, the interest rates applicable binding upon Borrower to the Notes shall be increased extent made in good faith by two percentage points (2%Lender) per annum above that Dollar deposits of the rates of interest relevant Advance amount are not available in the London Interbank Market or the rate at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to Lender of maintaining a LIBOR Advance, or that by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining LIBOR, Lender promptly shall give notice of such Fees otherwise applicable hereunder determination to Borrower. If such notice is given ("Default Rate")i) any Advances requested to be made on the first day of such Interest Period shall be made as Prime Rate Advances and (ii) any outstanding LIBOR Advances shall be converted to Prime Rate Advances. At such time as such condition no longer exists, Lender shall withdraw such notice, and all outstanding Obligations shall bear interest at the Default Rate applicable to until such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and notice has been withdrawn by Lender, no further LIBOR Advances shall be payable upon demandmade. (f) In the event that, after the date hereof, by reason of a change in any law, regulation or requirement or interpretation thereof by any Governmental Authority, or the imposition of any requirement of any such Governmental Authority, whether or not having the force of law, including the imposition of any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Requirements), Lender shall be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than Excluded Taxes) and if any such measures shall result in an increase in the cost to Lender of maintaining any LIBOR Advance or in a reduction in the amount of principal or interest receivable by Lender in respect thereof, then Borrower shall pay to Lender, within ten (10) days after receipt of a notice from Lender (which notice shall be accompanied by a statement in reasonable detail setting forth the basis for the calculation thereof, which calculation, in the Loan and Security Agreement (Ashford) absence of manifest error, shall be presumptively correct), an amount equal to such increased cost or reduced amount. At any time after receipt of such notice Borrower may convert all LIBOR Advances to Prime Rate Advances, and such conversion shall be effective three (3) Business Days after Lender has received notice from Borrower of such conversion. (g) If at any time a change in any law, treaty or regulation, or any interpretation thereof by any Governmental Authority shall make it unlawful for Lender to fund or maintain its share of any LIBOR Advance, then, upon the occurrence of such event, Lender shall notify Borrower thereof and thereupon (i) the right of Borrower to request any LIBOR Advance shall be suspended for the duration of such illegality and (ii) if required by such law, treaty, regulation or interpretation, on such date as shall be specified in such notice all LIBOR Advances shall be deemed converted to Prime Rate Advances. If any such conversion of a LIBOR Advance occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrower shall pay to Lender such amounts, if any, as may be required pursuant to Section 2.3(h) below. (h) In addition to any other payments payable by Borrower to Lender pursuant to the Loan Documents, Borrower shall indemnify Lender and hold Lender harmless from any loss or expense which Lender may sustain or incur as a consequence of (i) default by Borrower in making any prepayment in full of the Loans to the extent consisting in whole or in part of LIBOR Advances after Borrower has given the third (3rd) notice thereof in any calendar year in accordance with the provisions of this Agreement, (ii) default by Borrower in making any prepayment of a LIBOR Advance after Borrower has given the third (3rd) notice thereof in any calendar year in accordance with the provisions of this Agreement, and (iii) the making of a prepayment of a LIBOR Advance on a day which is not the last day of an Interest Period with respect thereto. With respect to LIBOR Advances, such indemnification may include an amount equal to the excess, if any, of (A) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or extended, for the period from the date of such prepayment or of such failure to borrow, convert or extend to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or extend, the Interest Period that would have commenced on the date of such failure) in each case at the Applicable Rate for such LIBOR Advances provided for herein over (B) the amount of interest (as determined by Lender) which would have accrued to Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. This covenant shall survive the termination or non-renewal of this Agreement and the payment of the Obligations. (i) The Loan shall initially be a LIBOR Advance. Borrower shall have no right to request that the Loan be converted to a Prime Rate Advance. Lender shall have the option at any time, in its sole discretion, to convert the LIBOR Advance to a Prime Rate Advance (a "PRIME RATE CONVERSION"). In the event Lender elects to make a Prime Rate Conversion, Lender shall deliver written notice thereof to Borrower at least one (1) Business Day prior to the effective date of such conversion. Any Prime Rate Conversion shall (i) be at no cost to Borrower and (ii) occur in such a manner that the Applicable Rate after the Prime Rate Conversion shall equal the Applicable Rate immediately prior to the Prime Rate Conversion and shall continue to be equal to the Applicable Rate which would have been in effect hereunder from time to time as if no Prime Rate Conversion had occurred, for so long as such Advances continue as Prime Rate Advances. Loan and Security Agreement (Ashford) (j) Notwithstanding anything to the contrary set forth in this contained herein, no Credit Party shall be required to make any payments to Lender pursuant to Section 1.42.3(f) or (h) or Section 6.15 relating to any period of time which is greater than 180 days prior to the date Lender demands payment of such amount. (k) Lender agrees that, upon the occurrence of any event giving rise to an increase, cost or additional payment obligation pursuant to Section 2.3(f) or (g) with respect to Lender, or to avoid the unavailability of LIBOR pursuant to Section 2.3(e), it will, if a court requested by Borrower, use reasonable efforts (subject to reimbursement by the Borrower of competent jurisdiction determines in a final order that any out-of-pocket costs incurred by Lender) to designate another lending office for any Advances affected by such event with the rate object of interest payable on avoiding the Notes exceeds the highest rate consequences of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable on the Notes shall be equal to the Maximum Lawful Ratesuch event; provided, howeverthat such designation is made on terms that, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable on the Notes been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest on the Notes shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(asole judgment of Lender, cause Lender and its lending office(s) through (e) aboveto suffer no economic, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due on the Notes been calcu lated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that the Lender has received interest on the Notes in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted by applicable law, promptly apply such excess to repay the principal amount of the Notes and thereafter shall refund any excess to Borrowers legal or as a court of competent jurisdiction may otherwise orderregulatory disadvantage.

Interest on the Notes. (a1) The outstanding principal balance of the Notes shall accrue and bear interest at a rate per annum of 10.75% (the "Interest Rate"). (b2) Interest on the Notes shall be payable in cash by Borrowers to Lender quarterly in arrears (on March 31, June 30, September 30 and December 31 of each year), except that no interest payment shall be required to be paid by the Borrowers until the first anniversary of the date of issuance of the Term A Notes; provided, however, if no Event of Default has occurred and is continuing, the Borrowers may defer any scheduled interest payment until the Maturity Date. Upon each such deferral, Borrowers shall deliver to Lender a convertible promissory note substantially in the form of Exhibit D hereto (each, a "PIK Note"). The outstanding principal balance of the PIK Notes shall accrue and bear interest at the Interest Rate, subject to adjustment in accordance with Section 1.4(e). The PIK Notes shall be eligible for conversion in accordance with Article 2 of this Agreement. (c3) If any payment on the Notes (including payment of interest and Fees) becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (d4) All computations of interest and Fees calculated on a per annum basis shall be made by the Lender on the basis of a three hundred and sixty- sixty-five (365) day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. (e5) So long as any Event of Default shall have occurred and be continuing, the interest rates applicable to the Notes shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (f6) Notwithstanding anything to the contrary set forth in this Section 1.4, if a court of competent jurisdiction determines in a final order that the rate of interest payable on the Notes exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable on the Notes shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable on the Notes been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest on the Notes shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (e) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due on the Notes been calcu lated calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that the Lender has received interest on the Notes in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted by applicable law, promptly apply such excess to repay the principal amount of the Notes and thereafter shall refund any excess to Borrowers or as a court of competent jurisdiction may otherwise order.

Interest on the Notes. (a) 3.1.1. The outstanding principal balance of the Notes shall accrue and bear interest at a rate equal to 12% per annum of 10.75% (the "Interest Rate"). (b) Interest on the Notes unpaid principal amount thereof from and including the Closing Date until the principal amount shall be paid. Interest shall be payable in cash by Borrowers to Lender quarterly in arrears (on March 31, June 30, September 30 and December 31 the tenth day of each yearOctober, January, April and July and on the Maturity Date (each a “Payment Date”), except that no interest payment shall be required to be paid by the Borrowers until the first anniversary commencing on October 10, 2003, and upon any scheduled repayment or mandatory or voluntary prepayment of the date Notes (to the extent of issuance accrued interest on the principal amount of the Term A Notes so repaid or prepaid) and at the scheduled or accelerated maturity of the Notes; provided, however, if no Event of Default has occurred and is continuing, the Borrowers may defer that for each day during any scheduled interest payment until the Maturity Date. Upon each such deferral, Borrowers shall deliver to Lender a convertible promissory note substantially in the form of Exhibit D hereto (each, a "PIK Note"). The outstanding principal balance of the PIK Notes shall accrue and bear interest at the Interest Rate, subject to adjustment in accordance with Section 1.4(e). The PIK Notes shall be eligible for conversion in accordance with Article 2 of this Agreement. (c) If any payment on the Notes (including payment of interest and Fees) becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (d) All computations of interest and Fees calculated on a per annum basis shall be made by the Lender on the basis of a three hundred and sixty- five (365) day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. (e) So long as any Event of Default that there shall have occurred and be continuingcontinuing any Interest Increase Event, the interest rates applicable to rate on the unpaid principal amount of the Notes shall be increased by two percentage points to 14% per annum; provided, that if such Default Interest is not paid in cash on account of the provisions of Section 12, such unpaid interest shall compound (2%) per annum above the rates of interest or at the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations interest then in effect with respect to the Notes) on each Payment Date until paid. 3.1.2. The Notes shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (f) Notwithstanding anything to the contrary set forth in this Section 1.4, if a court of competent jurisdiction determines in a final order that the rate of interest payable 14% per annum on the Notes exceeds the highest rate any overdue principal (including any overdue prepayment of principal, any principal due upon acceleration and, in either case, any Applicable Premium thereon) and on any overdue installment of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable on the Notes shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable on the Notes been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest on the Notes shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (e) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due on the Notes been calcu lated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that the Lender has received interest on the Notes in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted by applicable law), promptly apply in each case, without regard to whether such excess payment may then be made to repay the principal amount Noteholders under Section 12 hereof; provided, that if such Default Interest is not paid in cash on account of the provisions of Section 12, such unpaid interest shall compound (at the rate of interest then in effect with respect to the Notes) on each Payment Date until paid. 3.1.3. Interest on the Notes shall be computed on a daily basis and on the basis of a 360-day year of twelve 30-day months. In computing such interest, the date or dates of the making of the Notes shall be included and thereafter the date of payment shall refund any excess to Borrowers or as a court of competent jurisdiction may otherwise orderbe excluded.

Interest on the Notes. (a) The outstanding principal balance of the Notes shall accrue and bear interest from July 31, 2014 at a the rate of 8.0% per annum of 10.75% (the "Interest Rate"). (b) Interest on the Notes shall be payable in cash by Borrowers to Lender quarterly in arrears (on March 31, June 30, September 30 and December 31 of each year), except that no interest payment shall be required to be paid by the Borrowers until the first anniversary of the date of issuance of the Term A Notes; provided, however, if no Event of Default has occurred and is continuing, the Borrowers may defer any scheduled interest payment until the Maturity Date. Upon each such deferral, Borrowers shall deliver to Lender a convertible promissory note substantially in the form of Exhibit D hereto (each, a "PIK Note"). The outstanding principal balance of the PIK Notes shall accrue and bear interest at the Interest Rate, subject to adjustment in accordance with Section 1.4(e). The PIK Notes shall be eligible for conversion in accordance with Article 2 of this Agreement. (c) If any payment on the Notes (including payment of interest and Fees) becomes due and payable based on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments year of principal, interest thereon shall be payable at the then applicable rate during such extension. (d) All computations of interest 365 days and Fees calculated on a per annum basis shall be made by the Lender on the basis of a three hundred and sixty- five (365) day year, in each case for the actual number of days occurring in the period for which such relevant interest period), payable quarterly in arrears on the last day of January, April, July and Fees are payable. October in each fiscal year of the Corporation during the term of the Note (e) So long as any Event of Default shall have occurred and be continuingeach, an “Interest Payment Date”), the first such payment to fall due on October 31, 2014 (which shall represent interest rates applicable from July 31, 2014 to but excluding October 31, 2014) and the Notes shall be increased by two percentage points last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Notes) to fall due on April 2%) per annum above the rates of , 2018, payable after as well as before maturity and after as well as before default, with interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest on amounts in default at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (f) Notwithstanding anything to the contrary set forth in this Section 1.4same rate, if a court of competent jurisdiction determines in a final order that the rate of interest payable on the Notes exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable on the Notes shall be equal to the Maximum Lawful Ratecompounded quarterly; provided, however, that if at any time thereafter the rate Corporation fails to make an interest payment as set forth in this paragraph (a) on or before the Cure Deadline applicable to such Interest Payment Date, the Corporation shall pay to the Noteholder an additional interest payment in respect of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is that Interest Payment Date in an amount equal to the total interest which would have been received had 10.0% of the interest rate payable payment that was otherwise due on that Interest Payment Date. Any payment required to be made on any day that is not a Business Day will be made on the Notes been (but next succeeding Business Day. The record dates for the operation payment of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest on the Notes will be the eighth Business Day prior to the applicable Interest Payment Date. Any interest calculation shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (e) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due based on the Notes been calcu lated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days of the period being calculated such that it includes July 31, 2014 or the last Interest Payment Date, whichever shall be the later, to and excluding the next date interest is payable. Interest on all Notes issued hereunder shall cease to accrue on, but not including, the Maturity Date, Redemption Date, Date of Conversion, Change of Control Payment Date or Sale Payment Date, as applicable, for such Notes, unless, upon due presentation, payment of principal or delivery of amounts, securities or other property payable or deliverable hereunder and payment of any accrued and unpaid interest or other amounts payable hereunder is improperly withheld or refused. (b) With respect to the payment of interest in cash on the Notes, except as otherwise specified in a resolution of the Board of Directors, an Officers’ Certificate or a supplemental indenture, as interest becomes due on each Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Note), the Corporation, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Note appearing on the registers maintained by the Trustee at the close of business on the Business Day before the eighth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds or mail cheques to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Note becomes due. If payment is to be sent or forwarded by the Trustee on behalf of the Corporation, the Corporation shall deliver the necessary funds to the Trustee by 10:00 a.m. (Vancouver time) (i) on the fourth Business Day prior to an Interest Payment Date, in the year in which such calculation is made. Ifcase of payments made by cheque, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that the Lender has received interest or (ii) on the Notes Business Day prior to an Interest Payment Date, in excess the case of payments made by electronic funds transfer. The mailing of such cheque or the Maximum Lawful Rate, the Lender making of such payment by other means shall, to the extent permitted by applicable lawof the sum represented thereby, promptly apply such excess to repay plus the principal amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Note, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Trustee, as the case may be, will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation or Trustee is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Note in the manner provided above, the Corporation or Trustee may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above. (c) All payments of interest on the Global Note shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable by 10:00 a.m. (Vancouver time) for subsequent payment to Beneficial Holders of the applicable Global Note, unless the Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Trustee or any agent of the Trustee for any Note issued as a Global Note will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests. (d) If the Corporation pays the interest on the Notes and thereafter shall refund any excess to Borrowers or as a court of competent jurisdiction may otherwise orderdirectly, the Corporation will provide the Trustee an Officer’s Certificate confirming such payment with relevant details.

Interest on the Notes. (a) The outstanding principal balance of the Notes shall accrue and bear interest ("INTEREST") at a rate of 8.0% per annum of 10.75% (the "Interest Rate"). (b) Interest on the Notes annum, which shall be payable in cash by Borrowers to Lender quarterly in arrears (on March 31cumulative, June 30, September 30 and December 31 of each year), except that no interest payment shall be required to be paid by the Borrowers until the first anniversary of accrue daily from the date of issuance of the Term A NotesNotes (the "ISSUANCE DATE") and be payable on June 30, September 30, December 31 and March 31 of each year until the Maturity Date (each an "INTEREST PAYMENT DATE"). If an Interest Payment Date is not a Business Day (as defined below) then the Interest shall be due and payable on the Business Day immediately following the Interest Payment Date. Interest shall be payable in cash or, at the option of the Company, in shares of Common Stock based on the Interest Conversion Price (as defined below) on the Interest Payment Date; providedprovided that the Interest which accrued during any period shall be payable in shares of Common Stock only if the Company provides written notice ("INTEREST ELECTION NOTICE") to each holder of Notes at least 10 days prior to the Interest Payment Date. Notwithstanding the foregoing, howeverthe Company must pay such Interest in cash if (a) any event constituting an Event of Default, if no or an event that with the passage of time would constitute an Event of Default if not cured, has occurred and is continuingcontinuing on the date of the Company's Interest Election Notice or on the Interest Payment Date, unless otherwise consented to in writing by the Borrowers may defer any scheduled interest payment until holder of Notes entitled to receive such Interest, or (b) the Maturity Registration Statement has not been declared effective by the SEC on or before the Interest Payment Date. Upon each such deferral, Borrowers shall deliver to Lender a convertible promissory note substantially Any accrued and unpaid interest which is not paid (in the form of Exhibit D hereto stock or cash as applicable) within five (each, a "PIK Note"). The outstanding principal balance of the PIK Notes shall accrue and bear interest at 5) Business Days after the Interest Rate, subject to adjustment in accordance with Section 1.4(e). The PIK Notes shall be eligible Payment Date for conversion in accordance with Article 2 of this Agreement. (c) If any payment on the Notes (including payment of such accrued and unpaid interest and Fees) becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (d) All computations of interest and Fees calculated on a per annum basis shall be made by the Lender on the basis of a three hundred and sixty- five (365) day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. (e) So long as any Event of Default shall have occurred and be continuing, the interest rates applicable to the Notes shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (f) Notwithstanding anything to the contrary set forth in this Section 1.4, if a court of competent jurisdiction determines in a final order that the rate of interest payable on 15% per annum from such Interest Payment Date until the Notes exceeds the highest rate of interest permissible under law same is paid in full (the "Maximum Lawful RateDEFAULT INTEREST"), then so long as the Maximum Lawful Rate would be so exceeded. For purposes of this Agreement, the rate "INTEREST CONVERSION PRICE" means the average Closing Bid Price (as defined in the Certificate of interest payable on Designations) of the Notes shall be equal Common Stock for the (5) five trading days immediately preceding the Interest Election Notice. If the average of the Closing Bid Prices of the Common Stock used to determine the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate number of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue shares of Common Stock required to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable on the Notes been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest on the Notes with respect to any interest payment is more than the average of the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately following the Interest Payment Date, the Company shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (e) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant pay to the terms hereof exceed recipient of such shares, on or prior to the date that is ten (10) Trading Days after the Interest Payment Date, an amount which the Lender could lawfully have received had the interest due on the Notes been calcu lated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate in cash equal to the Maximum Lawful Rate divided by product of the per share difference between such average prices and the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that the Lender has received shares issued as consideration for interest being paid on the Notes in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted by applicable law, promptly apply Note and sold during such excess to repay the principal amount of the Notes and thereafter shall refund any excess to Borrowers or as a court of competent jurisdiction may otherwise orderfive (5) Trading Day period.

Interest on the Notes. (a) 4.1.1. The outstanding principal balance of the Notes shall accrue and bear interest at a rate equal to LIBOR + 12% per annum of 10.75% (the "Interest Rate"). (b) Interest on the Notes shall be payable in cash by Borrowers Adjusted Principal Amount thereof from time to Lender quarterly in arrears time outstanding, calculated based on the actual number of days elapsed over a 360 day year. So long as (on March 31, June 30, September 30 and December 31 of each year), except that no interest payment shall be required to be paid by the Borrowers until the first anniversary of the date of issuance of the Term A Notes; provided, however, if no a) an Event of Default has occurred and is continuingcontinuing under any of Sections 12.1, the Borrowers may defer 12.7 or 12.8, or (b)(i) any scheduled interest payment until the Maturity Date. Upon each such deferral, Borrowers shall deliver to Lender a convertible promissory note substantially in the form of Exhibit D hereto (each, a "PIK Note"). The outstanding principal balance of the PIK Notes shall accrue and bear interest at the Interest Rate, subject to adjustment in accordance with Section 1.4(e). The PIK Notes shall be eligible for conversion in accordance with Article 2 of this Agreement. (c) If any payment on the Notes (including payment of interest and Fees) becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (d) All computations of interest and Fees calculated on a per annum basis shall be made by the Lender on the basis of a three hundred and sixty- five (365) day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. (e) So long as any Event of Default shall have has occurred and be continuingis continuing and at the election of the Agent (or upon the written request of the Required Purchasers) confirmed by written notice from the Agent to the Issuer Representative or (ii) the “Default Rate” of interest is being paid under the First Lien Credit Agreement and an Event of Default has occurred and is continuing hereunder and the Required Purchasers have not waived the provisions of this clause (ii), the interest rates applicable to the Notes shall be increased by two percentage points (bear default interest at a rate of 2%) % per annum above in excess of the rates otherwise applicable rate (the “Default Rate”), including on any applicable premium due in the event of a defaulted prepayment or in the event of any acceleration, and including on any overdue installment of interest or to the rate of such Fees otherwise extent permitted by applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligationslaw. Interest at the Default Rate shall accrue from as of the initial date first to occur of such (x) the occurrence of any Event of Default until that under any of Sections 12.1, 12.7 or 12.8, (y) at the election of the Agent (or written request of the Required Purchasers) or (z) subject to the existence of an Event of Default, on the date on which interest begins to accrue at the “Default is cured or waived and shall be payable upon demandRate” under the First Lien Credit Agreement. (f) Notwithstanding anything to the contrary set forth in this Section 1.4, if a court of competent jurisdiction determines in a final order that the rate of interest payable on the Notes exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable 4.1.2. Interest on the Notes shall be equal to payable, in arrears, in immediately available funds on the Maximum Lawful Rate; providedfirst Business Day of each month (each such date, howevera “Payment Date”). Notwithstanding the foregoing, that if at any time thereafter the rate Issuers may pay a portion of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable not to exceed 3% per annum by capitalizing on the Notes been (but for the operation applicable Payment Date such portion of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest on the Notes shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (e) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due on the Notes been calcu lated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal (all such accrued interest capitalized from time to the Maximum Lawful Rate divided time is referred to herein as “Capitalized Interest”) and by the number of days in the year in which adding such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that the Lender has received interest on the Notes in excess of the Maximum Lawful Rate, the Lender shall, Capitalized Interest to the extent permitted by applicable law, promptly apply such excess to repay the principal amount of the applicable Note as of the applicable Payment Date. If the Issuers elect to pay a portion of the interest as Capitalized Interest, the Issuer Representative shall provide written notice in the form of Exhibit F of such election to the Agent on or before the applicable Payment Date, which notice shall specify the portion of interest being paid as Capitalized Interest. 4.1.3. Capitalized Interest on any Note shall be deemed for all purposes to be principal of such Note (including with respect to the calculation of any prepayment premium and with respect to the accrual of interest on any Capitalized Interest amounts), whether or not such Note is marked to indicate the addition of such Capitalized Interest, and interest shall begin to accrue on Capitalized Interest beginning on and including the Payment Date on which such Capitalized Interest is added to the principal amount of the related Note (including Capitalized Interest), and such interest shall accrue and be paid, together with the interest on the entire remaining principal amount of such Note, in accordance with this Section 4.1. 4.1.4. Interest on the Notes shall accrue on the Adjusted Principal Amount of the Notes from time to time, from and thereafter including the Closing Date (or, with respect to Notes issued following the Closing, from and after the issue date of such Notes). 4.1.5. All payments of interest hereunder shall refund any excess be made to Borrowers or the Agent for the account of each Purchaser pro rata in accordance with the amount of interest accrued on the Notes then held by such Purchaser, including as a court to the portion of competent jurisdiction may otherwise ordersuch interest to be paid in cash and the portion to be paid in Capitalized Interest.

Interest on the Notes. (a) The outstanding principal balance of From and including the Closing Date, the Notes shall accrue and bear interest at a rate equal to the Applicable Rate per annum on the unpaid principal amount thereof. After and during the continuance of 10.75any Event of Default, at the election of the Required Security Holders evidenced by written notice to the Issuers (and automatically without notice in the case of an Event of Default under Sections 10.7 and 10.8), the Notes shall bear interest at the rate then in effect plus 2% per annum, including, in the event of a payment default, on any overdue principal (including any overdue prepayment of principal, at the "Interest Rate"prepayment price specified for such prepayment, and any principal due upon acceleration) and on any overdue installment of interest (to the extent permitted by applicable law). (b) 3.1.1. Interest on the Notes shall be payable in cash by Borrowers to Lender quarterly in arrears (on March 31, June 30, September 30 and December 31 the first calendar day of each year)of April, except that no interest payment shall be required to be paid by the Borrowers until the first anniversary of the date of issuance of the Term A Notes; providedJuly, howeverOctober and January, or if no Event of Default has occurred and such calendar day is continuing, the Borrowers may defer any scheduled interest payment until the Maturity Date. Upon each such deferral, Borrowers shall deliver to Lender a convertible promissory note substantially in the form of Exhibit D hereto (each, a "PIK Note"). The outstanding principal balance of the PIK Notes shall accrue and bear interest at the Interest Rate, subject to adjustment in accordance with Section 1.4(e). The PIK Notes shall be eligible for conversion in accordance with Article 2 of this Agreement. (c) If any payment on the Notes (including payment of interest and Fees) becomes due and payable on a day other than not a Business Day, the maturity thereof will be extended to on the next succeeding Business Day andDay, commencing on April 1, 2007; provided, that (subject to Section 3.1.4) the Issuers may pay a portion of the interest not to exceed the PIK Percentage per annum by capitalizing on the applicable interest payment date such portion of such interest (all such accrued interest capitalized from time to time is referred to herein as “Capitalized Interest”) and by adding such Capitalized Interest to the principal amount of the applicable Note; provided, that any such payment of interest through capitalizing it shall be effected on a pro rata basis with respect to payments of principal, interest thereon all Notes. 3.1.2. Capitalized Interest on any Note shall be payable at deemed for all purposes to be principal of such Note (including with respect to the then applicable rate during such extension. (d) All computations calculation of any prepayment premium and with respect to the accrual of interest on any Capitalized Interest amounts), whether or not such Note is marked to indicate the addition of such Capitalized Interest, and Fees calculated interest shall begin to accrue on a per annum basis shall be made by Capitalized Interest beginning on and including the Lender interest payment date on the basis of a three hundred and sixty- five (365) day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. (e) So long as any Event of Default shall have occurred and be continuing, the interest rates applicable Capitalized Interest is added to the Notes shall be increased by two percentage points principal amount of the related Note (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"including Capitalized Interest), and all outstanding Obligations shall bear such interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from and be paid, together with the initial date interest on the entire remaining principal amount of such Event of Default until that Event of Default is cured or waived and shall be payable upon demandNote, in accordance with this Section 3.1. (f) 3.1.3. Notwithstanding anything to the contrary set forth in this Section 1.4Agreement, if a court the aggregate amount of competent jurisdiction determines in a final order that accrued and unpaid interest (including Capitalized Interest) and all accrued and unpaid original issue discount on any interest payment date following the rate fifth anniversary of interest payable on the issuance of the Notes exceeds the highest rate of interest permissible under law (the "first such date being March 31, 2012) would, but for this provision, exceed an amount equal to the product of: 3.1.3.1. the issue price (as defined in sections 1273(b) and 1274(a) of the Code) of the Notes; and 3.1.3.2. the yield to maturity (interpreted in accordance with section 163(i) of the Code) of the Notes (such product, the “Maximum Lawful Rate"Accrual”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of all accrued and unpaid interest payable on the Notes shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable on the Notes been (but for the operation of this paragraphincluding Capitalized Interest) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest on the Notes shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (e) above, unless accrued and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due on the Notes been calcu lated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that the Lender has received interest unpaid original issue discount on the Notes in excess of an amount equal to the Maximum Lawful RateAccrual shall be paid in cash by the Issuers on each such interest payment date. 3.1.4. Interest on the Notes shall be computed on the basis of a 365-day year. In computing such interest, the Lender shall, to date or dates of the extent permitted by applicable law, promptly apply such excess to repay the principal amount making of the Notes shall be included and thereafter the date of payment shall refund any excess be excluded. Interest shall be paid by wire transfer or other same day funds to Borrowers the respective account designated in writing for each Noteholder on Schedule III hereto (or such other account or address or to the attention of such other Person as a court the recipient party shall have specified by prior written notice to the sending party). 3.1.5. Default interest which is not payable pursuant to the provisions of competent jurisdiction may the Subordination Agreement or otherwise ordershall accrue and be capitalized in the manner of Capitalized Interest.

Interest on the Notes. (a) The outstanding principal balance of From and including the Closing Date, the Notes shall accrue and bear interest at a rate equal to 20% per annum of 10.75% (the "Interest Rate"). (b) Interest on the Notes shall be payable in cash by Borrowers to Lender quarterly in arrears (on March 31unpaid principal amount thereof. After and during the continuance of any Event of Default, June 30, September 30 and December 31 of each year), except that no interest payment shall be required to be paid by at the Borrowers until the first anniversary election of the date Required Security Holders evidenced by written notice to the Note Issuer (and automatically without notice in the case of issuance of the Term A Notes; provided, however, if no an Event of Default has occurred under Sections 10.6 and is continuing10.7), the Borrowers may defer any scheduled interest payment until the Maturity Date. Upon each such deferral, Borrowers shall deliver to Lender a convertible promissory note substantially in the form of Exhibit D hereto (each, a "PIK Note"). The outstanding principal balance of the PIK Notes shall accrue and bear interest at the Interest Rate, subject to adjustment in accordance with Section 1.4(e). The PIK Notes shall be eligible for conversion in accordance with Article 2 of this Agreement. (c) If any payment on the Notes (including payment of interest and Fees) becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (d) All computations of interest and Fees calculated on a per annum basis shall be made by the Lender on the basis of a three hundred and sixty- five (365) day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. (e) So long as any Event of Default shall have occurred and be continuing, the interest rates applicable to the Notes shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (f) Notwithstanding anything to the contrary set forth in this Section 1.4, if a court of competent jurisdiction determines in a final order that the rate of interest payable on the Notes exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable on the Notes shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable on the Notes been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest on the Notes shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (e) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due on the Notes been calcu lated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that the Lender has received interest on the Notes in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted by applicable law, promptly apply all other Note Obligations) shall bear interest at the rate then in effect plus 2% per annum, including, without limitation, in the event of a payment default, on any overdue principal (including any overdue prepayment of principal, at the prepayment premium specified for such excess prepayment, and any principal due upon acceleration) and on any overdue installment of interest; provided, however, following the Maturity Date, without limiting any other remedies of the Noteholders under this Agreement, the Notes (and, to repay the extent permitted by applicable law, all other Note Obligations) shall bear interest at a rate equal to 25% per annum on the unpaid amount thereof. 3.1.1. Interest on the Notes shall be payable on the first calendar day of each of January, April, July, and October (or if such calendar day is not a Business Day, on the next succeeding Business Day, commencing on January 2, 2010) solely by capitalizing all such interest (all such accrued interest capitalized from time to time, “Capitalized Interest”) on the applicable interest payment date and by adding such Capitalized Interest to the principal amount of the applicable Note. 3.1.2. Capitalized Interest on any Note shall be deemed for all purposes to be principal of such Note (including with respect to the calculation of any prepayment premium and with respect to the accrual of interest on any Capitalized Interest amounts), whether or not such Note is marked to indicate the addition of such Capitalized Interest, and interest shall begin to accrue on Capitalized Interest beginning on and including the interest payment date on which such Capitalized Interest is added to the principal amount of the related Note (including Capitalized Interest), and such interest shall accrue and be paid, together with the interest on the entire remaining principal amount of such Note, in accordance with this Section 3.1. 3.1.3. Notwithstanding anything to the contrary in this Agreement, if the aggregate amount of accrued and unpaid interest (including Capitalized Interest) on any interest payment date following the fifth anniversary of the issuance of the Notes (the first such date being December 11, 2014) would, but for this provision, exceed an amount equal to the product of: 3.1.3.1. the issue price (as defined in sections 1273(b) and thereafter 1274(a) of the Code) of the Notes; and 3.1.3.2. the yield to maturity (interpreted in accordance with section 163(i) of the Code) of the Notes (such product, the “Maximum Accrual”), then all accrued and unpaid interest (including Capitalized Interest) on the Notes in excess of an amount equal to the Maximum Accrual shall refund any excess be paid in cash by the Note Issuer on each such interest payment date. 3.1.4. Interest on the Notes shall be computed on the basis of a 365-day year. In computing such interest, the date or dates of the making of the Notes shall be included and the date of payment shall be excluded. 3.1.5. Default interest which is not payable pursuant to Borrowers the provisions of Article 12 or as a court otherwise shall accrue and be capitalized in the manner of competent jurisdiction may otherwise orderCapitalized Interest.

Interest on the Notes. 3.1.1. The PIK Notes and the Interest Notes (aas defined herein) The outstanding principal balance of the Notes shall accrue and bear interest at a rate equal to 15% per annum of 10.75% (the "Interest Rate"). (b) Interest on the Notes shall be payable unpaid principal amount thereof from and including the Closing Date or, in cash by Borrowers to Lender quarterly in arrears (on March 31the case of an Interest Note, June 30, September 30 from and December 31 of each year), except that no including the interest payment shall be required date on which the interest with respect to be paid by the Borrowers which such Interest Note is issued was due and payable, until the first anniversary of the date of issuance of the Term A Notes; provided, however, if no Event of Default has occurred principal amount shall become due and is continuing, the Borrowers may defer any scheduled interest payment until the Maturity Date. Upon each such deferral, Borrowers shall deliver to Lender a convertible promissory note substantially in the form of Exhibit D hereto (each, a "PIK Note"). The outstanding principal balance of the PIK Notes shall accrue and bear interest at the Interest Rate, subject to adjustment in accordance with Section 1.4(e)payable. The PIK Notes shall be eligible for conversion in accordance with Article 2 of this Agreement. (c) If any payment on and the Interest Notes (as defined herein) shall bear simple interest at the rate of 17% per annum on any overdue principal (including payment of interest and Fees) becomes due and payable on a day other than a Business Day, the maturity thereof will be extended to the next succeeding Business Day and, with respect to payments any overdue prepayment of principal, interest thereon shall be payable at the then applicable rate during prepayment price specified for such extension. (dprepayment, and any principal due upon acceleration) All computations and on any overdue installment of interest and Fees calculated on a per annum basis shall be made by the Lender on the basis of a three hundred and sixty- five (365) day year, in each case for the actual number of days occurring in the period for which such interest and Fees are payable. (e) So long as any Event of Default shall have occurred and be continuing, the interest rates applicable to the Notes shall be increased by two percentage points (2%) per annum above the rates of interest or the rate of such Fees otherwise applicable hereunder ("Default Rate"), and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived and shall be payable upon demand. (f) Notwithstanding anything to the contrary set forth in this Section 1.4, if a court of competent jurisdiction determines in a final order that the rate of interest payable on the Notes exceeds the highest rate of interest permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable on the Notes shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lender is equal to the total interest which would have been received had the interest rate payable on the Notes been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest on the Notes shall be paid at the rate(s) of interest and in the manner provided in Sections 1.4(a) through (e) above, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lender pursuant to the terms hereof exceed the amount which the Lender could lawfully have received had the interest due on the Notes been calcu lated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that the Lender has received interest on the Notes in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted by applicable law), promptly apply in each case without regard to whether such excess payment may then be made to repay the Lenders under Section 11 hereof. 3.1.2. Interest shall be paid with respect to the PIK Notes and the Interest Notes on the last Business Day of each March and September, commencing on the last Business Day of September 2000, through the issuance of additional notes substantially in the form attached hereto as Exhibit X- 0 (the "Interest Notes"), each such Interest Note having a stated principal amount equal to the amount of interest due and payable to the respective Lender on such interest payment date. 3.1.3. Interest on the Notes shall be computed on the basis of a 360 day year of twelve 30 day months. In computing such interest, the date or dates of the issuance of the Notes shall be included and thereafter the date or dates of payment shall refund any excess to Borrowers be excluded, it being understood that for federal income tax purposes, the accrual period for the Notes (excluding the first accrual period) shall be a semi-annual period ending on the last Business Day of each March or as a court of competent jurisdiction may otherwise orderSeptember.