Common use of Interest Rate Clause in Contracts

Interest Rate. (a) This Note bears simple interest at the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated on the basis of a 360-day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such payment.

Interest Rate. (aSubject to Section 2.05(b) This Note bears simple of the Loan Agreement, the Loan shall bear interest payable on the Principal Amount outstanding from time to time at the a rate of 0% per annum on its unpaid principal amount from equal to the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate sum of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum Adjusted LIBO Rate; plus (ii) the Applicable Rate; plus (iii) the Additional Tax Payer Protection Rate. To the extent the Principal Amount is increased pursuant to Section 2.01 of the Loan Agreement, the Loan will bear interest on such increased Principal Amount from and after the date of such increase. Accrued interest on each Loan shall be payable to Lender will be increased in cash in arrears on each Interest Payment Date, beginning with December 15, 2020 and at such other times as may be necessary so specified in the Loan Agreement; provided that after making all required deductions (including deductions applicable x) interest accrued pursuant to additional sums Section 2.05(b) of the Loan Agreement shall be payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been madeon demand, (iiy) Company will make in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such deductions, repayment or prepayment and (iiiz) Company will pay the full amount deducted to the relevant taxation authority or other authority any PIK Interest Amount may be paid in kind in accordance with applicable lawthe following paragraph. Company will pay all stamp All interest hereunder and documentary taxes. If, notwithstanding under the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will Loan Agreement shall be calculated computed on the basis of a 360-day year of 360 days and will in each case shall be computed payable for the actual number of days elapsed in the applicable period for which interest is charged(including the first day but excluding the last day of such period). If any payment of interest to The Adjusted LIBO Rate shall be made determined by Company under this Note becomes due on a day which is not a business daythe Lender, such payment must be made on the next succeeding business day and such extension determination shall be conclusive absent manifest error. By written notice to the Lender at least thirty (30) days prior to each Interest Payment Date, the Borrower may elect to pay all of time will be included in computing the interest due PIK Interest Amount in respect of such paymentInterest Payment Date in cash on such Interest Payment Date. If the Borrower does not elect to pay any such PIK Interest Amount in cash as set forth in this clause, such PIK Interest Amount shall be paid by increasing the Principal Amount of the Loan by an amount equal to such PIK Interest Amount as of the applicable Interest Payment Date.

Interest Rate. (a) This Note bears simple Each Component of the Loan shall accrue interest throughout the Term at the rate of 0% per annum on its unpaid principal amount from Interest Rate applicable to such Component during each Interest Period. The total interest accrued under the Closing Date to five days after Loan shall be the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part sum of the Note interest accrued on the Component Outstanding Principal Balance into Conversion Shares and Company paying of each of the entire remaining Note Balance in cash)Components. Borrower shall pay to Lender on each Monthly Payment Date the interest accrued or to be accrued on the Loan for the related Interest Period. (b) All payments of principal Component G shall accrue interest at the Component G Interest Rate. Subject to the terms and interest due under this Note must be made without deduction of any present and future taxesconditions hereof, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount Floating Rate Components of the principal Loan shall be a LIBOR Loan. In the event that Lender shall have determined (which determination shall be conclusive and interest received binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender is not less than that required shall forthwith give notice by this Notetelephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the next succeeding Interest Determination Date. If Company such notice is required by law given, the Floating Rate Components of the Loan shall be converted, as of the first day of the next succeeding Interest Period, to deduct a Prime Rate Loan. Notwithstanding any such amounts from or in respect provision of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal Agreement to the sum it would contrary, in no event shall Borrower have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted right to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesconvert a LIBOR Loan to a Prime Rate Loan. (c) Throughout If, pursuant to the term terms hereof, the Floating Rate Components of this Notethe Loan have been converted to a Prime Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, interest will be calculated on the basis Lender shall give notice by telephone of a 360-such determination, confirmed in writing, to Borrower at least one (1) day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest prior to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business Interest Determination Date. If such notice is given, the Floating Rate Components of the Loan shall be converted, as of the first day of the next succeeding Interest Period, to a LIBOR Loan. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a Prime Rate Loan to a LIBOR Loan. (d) If the adoption of any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make or maintain a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the first day of the next succeeding Interest Period, or upon such extension earlier date as may be required by law. Borrower hereby agrees to promptly pay to Lender, upon demand, any additional amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion in accordance with this Agreement, including without limitation, any interest or fees payable by Lender to lenders of time will be included funds obtained by it in computing order to make or maintain the interest due in respect LIBOR Loan hereunder. Lender’s notice of such paymentcosts, as certified to Borrower, shall be conclusive absent manifest error.

Interest Rate. (a) This Note bears simple Unless otherwise provided in a writing evidencing such Liabilities, Borrowers agree, jointly and severally, to pay Agent, for the benefit of each Lender, interest at on the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid outstanding principal balance of this Note the Loans from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by time to time at a rate equal to (i) Company paying with respect to Prime Rate Loans, the entire Note Balance in cash, Prime Rate and (ii) Lender electing in its sole discretion with respect to convert LIBOR Loans, the entire Note Balance into Conversion Shares (LIBOR Rate plus the Applicable Margin. The records of Agent as defined below), or (iii) Lender electing in its sole discretion to convert part the interest rate applicable to a particular advance shall be binding and conclusive absent manifest error. Interest shall be payable from the date of such advance of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal Loan to the sum it would have received had no deductions been made, (ii) Company will make day of repayment of such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawadvance. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will Interest shall be calculated computed on the basis of a 360-day year of 360 days and will actual days elapsed and shall be computed payable as provided in Section 3.2. Agent, for the actual number ratable benefit of days elapsed in each Lender, reserves the period right to charge Borrowers’ checking account(s) for which accrued interest is chargedon the applicable Interest Payment Date. If any payment In no contingency or event whatsoever shall the rate or amount of interest paid by Borrowers under this Agreement or any of the Ancillary Agreements exceed the maximum amount permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable. In the event that such a court determines that Agent or any Lender has received interest under this Agreement or under any Ancillary Agreement in excess of the maximum amount permitted by such law, (i) Agent or such Lender shall apply such excess to any unpaid principal owed by Borrowers to such Lender under the Revolving Credit Facility or, if the amount of such excess exceeds the unpaid balance of such principal on the Revolving Credit Facility, such Lender shall promptly refund such excess interest to Borrowers and (ii) the provisions of this Agreement shall be deemed amended to provide for such permissible rate. All sums paid, or agreed to be made paid, by Company under this Note becomes due on a day Borrowers which are, or to be may be construed to be, compensation for the use, forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, spread and allocated throughout the term of all such indebtedness until the indebtedness is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included paid in computing the interest due in respect of such paymentfull.

Interest Rate. (a) This Note bears simple 5.1 The interest rate paid on the Accounts will be agreed in a separate fee letter and shall be valid until further notice and may be changed by the Account Bank. If a negative interest rate is applied to an Account, the relevant charged interest will be billed to the Issuer by the Account Bank via an invoice payable by the Issuer concurrently with the fees payable by the Issuer to the Account Bank under the separate fee letter, subject to the applicable Order of Priority. 5.2 The Account Bank will inform the Issuer of any change of the applicable interest rate. Interest on any amounts standing to the credit of the Accounts for any other period shall be calculated at market conditions at the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by lawrespective point in time. 5.3 Any interest, whichever is less) (the “Default Rate”) accrued on any unpaid principal balance amounts standing to the credit of this Note from five business days after the Maturity Date until Accounts shall be credited to the actual date that relevant Account on the entire Note Balance is satisfied first Business Day of every month. 5.4 Interest accruing on the Distribution Account and the Accumulation Account shall form part of the Available Distribution Amount. Interest accruing on the Counterparty Downgrade Collateral Account (either by other than amounts payable under Clause 20.9 and Clause 20.10 (Distribution Account; Accumulation Account; Cash Collateral Account, Counterparty Downgrade Collateral Account; Swap Provisions) of the Trust Agreement) and the Cash Collateral Account will not form part of the Available Distribution Amount. Such accrued interest and earned income will be retained on the relevant Account and (i) Company paying in the entire Note Balance case of the Counterparty Downgrade Collateral Account, interest accruing in cashrespect of amounts other than Swap Termination Payments received by the Issuer, be paid to the Swap Counterparty in accordance with the Swap Agreement; (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part case of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and Counterparty Downgrade Collateral Account, interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or accruing in respect of any principal or interest payment under this NoteSwap Termination Payments received by the Issuer, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal paid to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority Subordinated Lender and/or VWFS in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence priority of payment of all taxes. set out in Clause 20.13 (c) Throughout the term of this Note, interest will be calculated on the basis of a 360-day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such payment.

Interest Rate. (a) This Note bears simple The Loan will bear interest at the rate of 0% per annum on its unpaid principal amount from Applicable Rate, unless the Closing Date to five days after Default Rate is applicable. Except as expressly provided herein, the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (Adjusted LIBOR Rate shall be the “Default Applicable Rate”. Borrowers shall pay interest in arrears on the tenth (10th) day of every calendar month in the amount of all interest accrued and unpaid. All payments (whether of principal or of interest) shall be deemed credited to Borrowers’ account only if received by 12:00 noon Brooklyn, Ohio, time on any unpaid principal balance of this Note from five business days after a Business Day; otherwise, such payment shall be deemed received on the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)next Business Day. (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or Agent determines in respect of any principal or interest payment under this Note, then its reasonable discretion (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives Dollar deposits in an amount approximately equal to the sum it would have received had no deductions been madeLoan for the designated LIBOR Rate Interest Period are not generally available at such time in the London interbank market for deposits in Dollars, (ii) Company that the rate at which such deposits are being offered will make not adequately and fairly reflect the cost to Lenders of maintaining a LIBOR Rate on such deductionsportion of the Loan or of funding the same for such LIBOR Rate Interest Period due to circumstances affecting the London interbank market generally, and (iii) Company will pay that reasonable means do not exist for ascertaining a LIBOR Rate, or (iv) that an Adjusted LIBOR Rate would be in excess of the full amount deducted maximum interest rate which Borrowers may by law pay, then, in any such event, Agent shall so notify Borrowers and all portions of the Loan bearing interest at an Adjusted LIBOR Rate that are so affected shall, as of the date of such notification with respect to an event described in clause (ii) or (iv) above, or as of the expiration of the applicable LIBOR Rate Interest Period with respect to an event described in clause (i) or (iii) above, bear interest at the Adjusted Base Rate (or such lower rate as required by applicable law) until such time as the situations described above are no longer in effect or can be avoided, at which time the Loan shall again accrue interest at the Adjusted LIBOR Rate. At no time may there be more than three (3) LIBOR Rate Interest Periods in effect with respect to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesLoan. (c) Throughout Interest at the term of this Note, interest will Applicable Rate (or Default Rate) shall be calculated for the actual number of days elapsed on the basis of a 360-day year and will be computed for year, including the actual number first date of days elapsed the applicable period to, but not including, the date of repayment. (d) Borrowers shall pay all Breakage Costs incurred from time to time by Lenders upon demand. (e) If the introduction of or any change in any Law, regulation or treaty, or in the period interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof, shall make it unlawful for Lender to maintain the Applicable Rate at an Adjusted LIBOR Rate with respect to the Loan or any portion thereof, or to fund the Loan or any portion thereof in Dollars in the London interbank market, or to give effect to its obligations regarding the accrual of interest on the Loan at the Adjusted LIBOR Rate as contemplated by the Loan Documents, then (1) Agent shall notify Borrowers that Lenders are no longer able to maintain the Applicable Rate at an Adjusted LIBOR Rate, (2) the Applicable Rate for any portion of the Loan for which the Applicable Rate is then an Adjusted LIBOR Rate shall automatically be converted to the Adjusted Base Rate, and (3) Borrowers shall pay to Agent the amount of Breakage Costs (if any) incurred in connection with such conversion. Thereafter, the Loan shall accrue interest at the Adjusted Base Rate until such time as the situation described herein is charged. If no longer in effect or can be avoided, at which time the Loan shall again accrue interest at the Adjusted LIBOR Rate. (f) The Loan shall bear interest at the Default Rate upon the election of the Lenders at any payment time at which an Event of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such paymentDefault shall exist.

Interest Rate. (a) This Note bears simple Subject to the terms and conditions of this Section, interest on the Outstanding Principal Balance shall accrue throughout the Term at the rate of 0% per annum Interest Rate. Borrower shall pay to Lender on its unpaid principal amount from each Monthly Payment Date the Closing Date interest accrued or to five days after be accrued on the Maturity Date. This Note bears simple interest at Loan for the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)related Interest Period. (b) All payments Subject to the terms and conditions hereof, the Loan shall be a LIBOR Loan. In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of principal circumstances affecting the interbank Eurodollar market, adequate and interest due under this Note must reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the next succeeding Interest Determination Date. If such notice is given, the Loan shall be made without deduction of any present and future taxesconverted, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount as of the principal and interest received by Lender is not less than that required by first day of the next succeeding Interest Period, to a Prime Rate Loan. Notwithstanding any provision of this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal Agreement to the sum it would contrary, in no event shall Borrower have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted right to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesconvert a LIBOR Loan to a Prime Rate Loan. (c) Throughout If, pursuant to the term terms hereof, the Loan has been converted to a Prime Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice by telephone of this Notesuch determination, interest will be calculated on the basis of a 360-confirmed in writing, to Borrower at least one (1) day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest prior to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business Interest Determination Date. If such notice is given, the Loan shall be converted, as of the first day of the next succeeding Interest Period, to a LIBOR Loan. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a Prime Rate Loan to a LIBOR Loan. (d) If the adoption of any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make or maintain a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the first day of the next succeeding Interest Period, or upon such extension of time will be included in computing the interest due in respect of such paymentearlier date as may required by law.

Interest Rate. (a) This Note bears simple interest at Interest on the rate outstanding principal balance of 0% per annum on its unpaid principal amount the Loan shall accrue from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or Interest Rate until repaid in accordance with the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares applicable terms and Company paying the entire remaining Note Balance in cash)conditions hereof. (b) The following additional provisions shall apply and, subject to Section 2.5(c) hereof, the Interest Rate shall be determined in accordance with this Section 2.5(b): (i) The Interest Rate with respect to the Loan shall be: (A) the LIBOR Rate with respect to the applicable Interest Period for a LIBOR Loan or (B) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions hereof. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan. (ii) Subject to the terms and conditions hereof, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at the LIBOR Rate for the applicable Interest Period. Any change in the rate of interest hereunder due to a change in the Interest Rate shall become effective as of the opening of business on the first day on which such change in the Interest Rate shall become effective. Each determination by Lender of the Interest Rate shall be conclusive and binding for all purposes, absent manifest error. (iii) In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice of such determination (which notice may be given by telephone, confirmed in writing), to Borrower at least one (1) day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan; provided, however, that no other material modifications shall be made to the Loan or the Loan Documents in connection with any such conversion. (iv) If, pursuant to the terms hereof, any portion of the Loan has been converted to a Prime Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice of such determination (which notice may be given by telephone, confirmed in writing), to Borrower at least one (1) day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period; provided, however, that no other material modifications shall be made to the Loan or the Loan Documents in connection with any such conversion. (v) All payments made by Borrower hereunder shall, provided that Lender complies with the requirements of principal and interest due under this Note must Section 2.5(b)(ix) below, be made free and clear of, and without deduction of reduction for or on account of, any and all present and or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, charges reserves or withholdingswithholdings imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income and franchise taxes of the United States of America imposed by the jurisdiction under the laws of which Lender is organized or any political subdivision or taxing authority thereof or therein or imposed by the jurisdiction of Lender’s applicable lending office where Lender is resident or engaged in business or any political subdivision or taking authority thereof or therein (such non-excluded taxes being referred to collectively as “Foreign Taxes”). If any Foreign Taxes are required to be withheld from any amounts must be paid by Company. Company will pay payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such Foreign Tax as and when due pursuant to the gross requirements of applicable Legal Requirements to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence. All amounts payable under this Section 2.5(b)(v) shall constitute additional interest hereunder and shall be secured by the Security Instrument and the other Loan Documents. The provisions of this Section 2.5(b)(v) shall survive any payment or prepayment of the Loan and any foreclosure or satisfaction of the Security Instrument. Any reference under this Section 2.5(b)(v) to “Lender” shall be deemed to include any participant, Co-Lender and any assignees. (vi) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder, then (A) the obligation of Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (B) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the last day of the then current Interest Period or within such earlier period as required by law; provided, however, that no other material modifications shall be made to the Loan or the Loan Documents in connection with any such conversion. Borrower hereby agrees to promptly pay to Lender, within ten (10) days of written demand, any additional amounts necessary to compensate Lender for any reasonable costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Loan hereunder. Lender’s notice of such costs, as certified to Borrower, shall be conclusive absent manifest error. (vii) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority: (A) shall hereafter impose, modify or hold applicable any reserve, capital adequacy, tax, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of LIBOR hereunder; (B) shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material; or (C) shall hereafter impose on Lender any other condition, and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder; then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable so that Lender shall be restored to the same position Lender would have been in if not for the occurrence of the applicable event described in this clause (vii), as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this subsection, Lender shall provide Borrower with not less than thirty (30) days notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents. (viii) Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense which Lender sustains or incurs as a consequence of (A) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (B) any prepayment (whether voluntary or mandatory) of the LIBOR Loan on a day that is not the last day of an Interest Period, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder and (C) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Interest Rate from the LIBOR Rate to the Prime Rate plus the Prime Rate Spread with respect to any portion of the outstanding principal amount of the principal Loan then bearing interest at the LIBOR Rate on a date other than the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (A), (B) and interest received by (C) are herein referred to collectively as the “Breakage Costs”); provided, however, Borrower shall not indemnify Lender from any loss or expense arising from Lender’s willful misconduct or gross negligence. This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents. (ix) If Lender is a U.S. Person (other than the lender originally named herein), Lender shall deliver to Borrower, upon request, a Form W-9 (unless it establishes to the reasonable satisfaction of Borrower that it is otherwise eligible for an exemption from backup withholding tax or other withholding tax). If Lender is not less than that required by this Notea U.S. Person, Lender shall deliver to Borrower, upon request, either (A) a Form W-8BEN which indicates a 0% rate of tax or (B) a Form W-8ECI. If Company Lender is required by law not a U.S. Person, Lender further undertakes to deduct deliver to Borrower additional Forms W-8, 1001, 4224 (or any successor forms) or other manner of certification, as the case may be, (x) on or before the date that any such amounts from form expires or in respect becomes obsolete, (y) after the occurrence of any principal or interest payment under this Note, then (i) event requiring a change in the sum payable most recent form previously delivered by it to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductionsBorrower, and (iiiz) Company will pay such extensions or renewals thereof as may reasonably be requested by Borrower, certifying that Lender is entitled to receive payments hereunder without deduction or withholding of any Loan Taxes. However, in the full amount deducted event that any change in law, rule, regulation, treaty or directive, or in the interpretation or application thereof (a “Law Change”), has occurred prior to the relevant taxation authority date on which any delivery pursuant to the preceding sentence would otherwise be required which renders such form inapplicable, or which would prevent Lender from duly completing and delivering any such form, or if such Law Change results in Lender being unable to deliver a Form W-9 (or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoingsatisfactory evidence that it is otherwise eligible for an exemption from backup withholding tax or other withholding tax), Lender pays shall not be obligated to deliver such taxesforms but shall, Company will reimburse promptly following such Law Change, but in any event prior to the time the next payment hereunder is due following such Law Change, advise Borrower in writing whether it is capable of receiving payments without any deduction or withholding of Loan Taxes. In the event of such Law Change, Borrower shall have the obligation to make Lender for whole and to “gross-up” under Section 2.5(b)(v) hereof, despite the amount paidfailure by Lender to deliver such forms. Company will furnish Any reference under this Section 2.5(b)(ix) to “Lender” shall be deemed to include any participant, Co-Lender official tax receipts or other evidence of payment of all taxesand any assignees. (c) Throughout In the term event that, and for so long as, any Event of this NoteDefault shall have occurred and be continuing beyond the expiration of any applicable cure periods, the outstanding principal balance of the Loan and, to the extent permitted by applicable Legal Requirements, overdue interest will in respect of the Loan, shall, at Lender’s election, accrue interest at the Default Rate, calculated from the date the Default occurred which led to such Event of Default, without regard to any grace or cure periods contained herein (except to the extent any such Default was cured during the applicable notice and/or cure period). Interest at the Default Rate shall be paid immediately upon demand, which demand may be made as frequently as Lender shall elect. (d) Interest on the outstanding principal balance of the Loan shall be calculated on the basis of a 360-day year and will be computed for by multiplying (i) the actual number of days elapsed in the period for which the calculation is being made by (ii) a daily rate based on a three hundred sixty (360) day year (that is, the Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (iii) the outstanding principal balance of the Loan. The accrual period for calculating interest is chargeddue on each Monthly Payment Date shall be the Interest Period immediately prior to such Monthly Payment Date. Borrower understands and acknowledges that such interest accrual requirement results in more interest accruing on the Loan than if either a thirty (30) day month and a three hundred sixty (360) day year or the actual number of days and a three hundred sixty-five (365) day year were used to compute the accrual of interest on the Loan. (e) This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the other Loan Documents, Borrower is at any payment time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of interest the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be made by Company under this Note becomes due immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on a day which is not a business day, such payment must be made on the next succeeding business day and such extension account of time will be included in computing the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in respect full so that the rate or amount of such paymentinterest on account of the Loan does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Interest Rate. (a) This Note bears simple Each Component of the Loan shall accrue interest throughout the Term at the rate Interest Rate applicable to such Component during each Interest Period. The total interest accrued under the Loan shall be the sum of 0% per annum the interest accrued on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal outstanding balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part each of the Note Balance into Conversion Shares and Company paying Components. Borrower shall pay to Lender on each Monthly Payment Date the entire remaining Note Balance in cash)interest accrued or to be accrued on the Loan for the related Interest Period. (b) All payments of principal Component G shall accrue interest at the Component G Interest Rate. Subject to the terms and interest due under this Note must be made without deduction of any present and future taxesconditions hereof, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount Floating Rate Components of the principal Loan shall be a LIBOR Loan. In the event that Lender shall have determined (which determination shall be conclusive and interest received binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender is not less than that required shall forthwith give notice by this Notetelephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the next succeeding Interest Determination Date. If Company such notice is required by law given, the Floating Rate Components of the Loan shall be converted, as of the first day of the next succeeding Interest Period, to deduct a Prime Rate Loan. Notwithstanding any such amounts from or in respect provision of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal Agreement to the sum it would contrary, in no event shall Borrower have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted right to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesconvert a LIBOR Loan to a Prime Rate Loan. (c) Throughout If, pursuant to the term terms hereof, the Floating Rate Components of this Notethe Loan have been converted to a Prime Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, interest will be calculated on the basis Lender shall give notice by telephone of a 360-such determination, confirmed in writing, to Borrower at least one (1) day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest prior to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business Interest Determination Date. If such notice is given, the Floating Rate Components of the Loan shall be converted, as of the first day of the next succeeding Interest Period, to a LIBOR Loan. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a Prime Rate Loan to a LIBOR Loan. (d) If the adoption of any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make or maintain a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the first day of the next succeeding Interest Period, or upon such extension earlier date as may required by law. Borrower hereby agrees to promptly pay to Lender, upon demand, any additional amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion in accordance with this Agreement, including without limitation, any interest or fees payable by Lender to lenders of time will be included funds obtained by it in computing order to make or maintain the interest due in respect LIBOR Loan hereunder. Lender’s notice of such paymentcosts, as certified to Borrower, shall be conclusive absent manifest error.

Interest Rate. (a) This Except as set forth in Section 2(b) of the Subordinated Note, the Accreted Principal Amount (as hereinafter defined) upon this Note bears simple shall bear interest at the rate of 020.0% per annum, of which amount (a) 11% per annum shall be payable in cash on its unpaid principal amount from each Interest Payment Date (the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20“Cash Amount”) and (b) 9% per annum shall be payable by adding such interest to the Accreted Principal Amount in any case on each Interest Payment Date (or the highest rate permitted by law, whichever is lessas defined below) (the “Default RatePIK Amount” and together with the Cash Amount, the “Aggregate Interest”) ). The Cash Amount shall be payable and the PIK Amount shall be added to the Accreted Principal Amount quarterly, in arrears, commencing on April 15, 2011 and continuing on each July 15th, October 15th, January 15th and April 15th thereafter. If any unpaid principal balance of such date shall not be a Business Day, then such payments and additions shall be made on the next succeeding Business Day to occur after such date (each date upon which interest shall be so payable or accruable being an “Interest Payment Date”). Interest on this Note shall accrue from five business days after the Maturity Date date of issuance until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part repayment of the Note Balance into Conversion Shares Accreted Principal Amount and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, accrued interest will in full. All interest due hereunder shall be calculated computed on the per annum basis of a 360-day month of 30 days and a year and will be computed of 360 days for the actual number of days elapsed (including the first day but excluding the last day) elapsed. Notwithstanding anything to the contrary, upon the Maturity Date of this Note and at all times thereafter, all interest on the Accreted Principal Amount of this Note shall be paid in cash upon demand. At any time, the period outstanding principal amount of this Note, including all PIK Amounts and Default PIK Amounts (as defined below) added thereto through such time, is referred to in this Note as the “Accreted Principal Amount”. (b) If the aggregate amount of PIK Amount and all other original issue discount, if any (together, the “Unpaid Accrual”), under the Note on the fifth anniversary of the date of issuance of the Note would, but for which interest is charged. If this provision, exceed an amount equal to the product of (i) the issue price (as defined in Sections 1273(b) and 1274(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) of the Note, and (ii) the yield to maturity (as interpreted in accordance with Section 163(i) of the Code) of the Note (such product, the “Maximum Accrual”) as determined by Issuer, then (x) Issuer shall pay in cash an amount equal to the excess of the Unpaid Accrual over the Maximum Accrual on such date, (y) all of the Aggregate Interest subsequently accruing under the Note shall be payable currently on each Interest Payment Date, and no portion of such Aggregate Interest subsequently accruing under the Note shall constitute or be treated as PIK Amount, and (z) if, on any Interest Payment Date following the fifth anniversary of the date of this Subordinated Note, the aggregate amount of unpaid PIK Amount and all other original issue discount, if any, as of such Interest Payment Date would, but for this provision, exceed (an “Excess Accrual”) the Maximum Accrual as determined by Issuer, then Issuer shall pay in cash an amount equal to the excess of such Excess Accrual over the Maximum Accrual on such Interest Payment Date (for purposes of determining the amount of unpaid PIK Amount on any such Interest Payment Date, any payment required under clauses (x) or (z) shall be treated as a payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such paymentthen outstanding PIK Amount).

Interest Rate. (a) This Note bears simple interest at The basis for determining the rate of 0% per annum on its unpaid principal amount from interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as a Base Rate Loan only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrowers and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided, (i) the Loans initially shall be made as Base Rate Loans until the date which is 5 days following the Closing Date to five days and (ii) until the earlier of (x) three (3) months after the Maturity DateClosing Date and (y) the date that Administrative Agent notifies Borrowers that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Administrative Agent in good faith, the Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. This Note bears simple interest at If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of 20% per annum (or the highest rate permitted by lawinterest, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date then for that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)day such Loan shall be a Base Rate Loan. (b) All payments In connection with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time. In the event Borrowers fail to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of principal and interest due under this Note must the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made without deduction as, a Base Rate Loan). In the event Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrowers shall be deemed to have selected an Interest Period of any present one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (ibinding upon all parties) the sum payable to Lender will be increased as may be necessary so interest rate that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal shall apply to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender Eurodollar Rate Loans for which an interest rate is then being determined for the amount paid. Company will furnish Lender official tax receipts applicable Interest Period and shall promptly give notice thereof (in writing or other evidence of payment of all taxesby telephone confirmed in writing) to Borrowers and each Lender. (c) Throughout Interest payable pursuant to Section 2.19 shall be computed (i) in the term case of this NoteBase Rate Loans on the basis of a 365-day or 366-day year, interest will be calculated as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year and will be computed year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan. (d) Except as otherwise set forth herein, interest on each Loan shall be payable in arrears on and to (i) each Interest Payment Date applicable to that Loan; (ii) any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) at maturity, including final maturity; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date. (e) Borrowers agree to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrowers at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans. (f) Interest payable pursuant to Section 2.20(e) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is chargedmade, on the date on which the related drawing under a Letter of Credit is reimbursed in full. If Promptly upon receipt by Issuing Bank of any payment of interest pursuant to be made by Company under this Note becomes due on a day which is not a business daySection 2.20(e), such payment must be made on the next succeeding business day and such extension Issuing Bank shall distribute to each Lender, out of time will be included in computing the interest due received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such paymentLetter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.11 with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrowers.

Interest Rate. (a) This The outstanding Principal amount of this Note bears simple shall bear interest at the rate of 0% per annum on its unpaid principal amount Applicable Rate from the Closing Date until the Principal is paid in full, whether at maturity, upon acceleration, by prepayment, setoff or reduction (including in accordance with Section 3.3 hereof). Accrued interest will be payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing on March 29, 2024 (each such date being referred to five days after the Maturity herein as an “Interest Payment Date”). This Note bears simple On each Interest Payment Date accrued interest shall be at the rate of 20% per annum borrower’s election (or the highest rate permitted by law, whichever is lessa) paid entirely in cash (the “Default RateCash Interest”) on any unpaid principal balance or (b) paid-in-kind (“PIK Interest”) by automatically increasing the Principal amount of this Note from five business days after (in which case the Maturity Date until Principal owing to each Noteholder shall be ratably increased) by the actual amount of such PIK Interest on such Interest Payment Date. The Borrower shall deliver a written notice (an “Interest Election Notice”) to the Agent on or prior to the date that is five (5) Business Days immediately prior to the entire Note Balance is satisfied (applicable Interest Payment Date, which Interest Election Notice either by (i) Company paying the entire Note Balance in cashconfirms that accrued interest to be paid on such Interest Payment Date shall be paid entirely as Cash Interest, or (ii) Lender electing elects to pay accrued interest on such Interest Payment Date as PIK Interest. If the Borrower does not timely deliver an Interest Election Notice in its sole discretion accordance with this Section 5.1, (A) then the Borrower shall be deemed to convert have delivered an Interest Election Notice confirming the entire Note Balance into Conversion Shares payment of accrued interest as PIK Interest on such Interest Payment Date and (as defined belowB) such failure to deliver an Interest Election Notice shall not constitute an Event of Default. Notwithstanding the foregoing, but subject to Section 3.3(b), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of shall not accrue during any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross Dispute Period on an amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount Principal equal to the sum it would have received had no deductions been madeClaimed Amount with respect to such Dispute Period, (ii) Company will make such deductionsprovided that, and (iii) Company will pay the full amount deducted to the relevant taxation authority extent any portion of such Claimed Amount pursuant to a Final Determination is not determined to be a claim for indemnification pursuant to which the Stockholders or other authority Remainco are liable, such portion shall be deemed to have accrued PIK Interest during such Dispute Period and shall be automatically added to the Principal. The Agent shall have no obligation to determine whether a Dispute Period is in accordance with applicable law. Company will pay all stamp effect and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will shall be calculated entitled to rely on the basis of a 360-day year and will be computed for the actual number of days elapsed written instructions in the period for which interest Borrower Notice as to whether a Dispute Period is charged. If in effect at any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such paymenttime.

Interest Rate. (a) This Note bears simple interest at Commencing on the rate of 0% per annum on its date hereof, the unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction shall accrue interest calculated on a calendar quarter basis at a variable rate of any present and future taxes, levies, imposts, deductions, charges LIBOR plus 2.00%. “LIBOR” means the six month LIBOR rate as quoted in the Wall Street Journal on the date of funding or withholdings, which amounts must be paid by Company. Company will pay on the amounts necessary such that date of determination thereof (or if the gross amount of the principal and interest received by Lender Wall Street Journal is not less than published on that required by this Note. If Company is required by law day, on the first publishing day thereafter), such interest to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated on the basis of a 360-day year and will be computed for the actual number of days elapsed on the basis of a 360 day year. The LIBOR rate shall be effective for the entire three month interest period. Interest shall be calculated on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days and shall be payable quarterly on the last business day of each quarter, starting on March 31, 2021 and continuing thereafter, and at maturity. Any accrued but unpaid interest balances shall be added to the unpaid principal balance of this Note on a monthly basis and thereafter such accrued but unpaid interest shall be charged interest consistent with unpaid principal. In the event Holder fails to make any payment under this Note, after having a period of 60 months to cure, interest shall be deemed to have accrued on the unpaid principal amount under this Note as of the date of such failure at LIBOR plus eight percent. Notwithstanding any provision of this Note to the contrary, the Company shall not be obligated to pay interest pursuant to this Note in excess of the period for which maximum rate of interest is chargedpermitted by the laws of any state determined to govern this Note or the laws of the United States applicable to loans in such state. If any provisions of this Note shall ever be construed to require the payment of any amount of interest in excess of that permitted by applicable law, then the interest to be made by Company under paid pursuant to this Note becomes due on a day which is not a business day, such payment must shall be made on held subject to reduction to the next succeeding business day amount allowed under applicable law and such extension any sums paid in excess of time will be included in computing the interest due rate allowed by law shall be applied in respect reduction of such paymentthe principal balance outstanding pursuant to this Note. The Company acknowledges that it has been contemplated at all times by the Company that the laws of the State of Delaware will govern the maximum rate of interest that it is permissible for the Holder to charge the Company pursuant to this Note.

Interest Rate. (a) This Note bears simple interest Interest on the Outstanding Principal Balance shall accrue throughout the Term at the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Interest Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal Subject to the sum it would terms and conditions hereof, the Loan shall be a LIBOR Loan. In the event that Lender shall have received had no deductions been madereasonably determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank Eurodollar market, (ii) Company will make such deductionsadequate and reasonable means do not exist for ascertaining LIBOR, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawthe defined term thereof, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the next succeeding Interest Determination Date. Company will pay all stamp and documentary taxesIf such notice is given, the Loan shall be converted, as of the first day of the next succeeding Interest Period, to a Prime Rate Loan. IfNotwithstanding any provision of this Agreement to the contrary, notwithstanding in no event shall Borrower have the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesright to convert a LIBOR Loan to a Prime Rate Loan. (c) Throughout If, pursuant to the term terms hereof, the Loan has been converted to a Prime Rate Loan and Lender shall reasonably determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice by telephone of this Notesuch determination, interest will be calculated on the basis of a 360-day year and will be computed for the actual number of days elapsed confirmed in the period for which interest is charged. If any payment of interest writing, to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on Borrower at least one (1) Business Day prior to the next succeeding business Interest Determination Date. If such notice is given, the Loan shall be converted, as of the first day of the next succeeding Interest Period, to a LIBOR Loan. Notwithstanding any provision of this Agreement to the contrary (but subject to Lender’s obligations under this Section 2.2.1(c)), in no event shall Borrower have the right to convert a Prime Rate Loan to a LIBOR Loan. (d) If the adoption of any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make or maintain a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the first day of the next succeeding Interest Period, or upon such extension of time will earlier date as may be included in computing the interest due in respect of such paymentrequired by law.

Interest Rate. (a) This Note bears simple Except as otherwise expressly provided in Section 4.04(i) the Loans shall bear interest at the a rate of 0% per annum on its unpaid principal amount from equal to 16.00% and shall be paid in cash as provided in Section 4.01(c); provided that Borrower shall be required to pay interest in cash only to the Closing Date extent of the Applicable Included Receipts for the immediately preceding fiscal quarter; further provided that if Borrower is unable to five days after pay the Maturity Date. This Note bears simple cash interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of payment required under this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by clause (i) Company paying out of Applicable Included Receipts or otherwise pursuant to the entire Note Balance in cashlast sentence of this Section 4.01(a) because the then Applicable Included Receipts are less than 16.00% per annum, paid quarterly, of the principal amount of the Loans (such deficiency, the “Deficiency Amount”), then (ii) any Deficiency Amount shall be paid in kind, on a quarterly basis, and on each such date, the Lender electing shall be deemed to have made an additional term loan in a principal amount equal to the aggregate amount of interest so paid on its sole discretion outstanding Loan. Each such Loan shall (A) be deemed to convert be a Loan for all purposes under this Agreement and (B) accrue interest in accordance with this Section 4.01. Borrower shall deliver to each Lender all original issue discount information relating to the entire Note Balance into Conversion Shares (Loans as defined below)may be required by applicable law. Notwithstanding any other provision herein, Borrower may, at its option, pay all or (iii) Lender electing in its sole discretion to convert part any portion of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)any Deficiency Amount when due out of other funds held by Borrower. (b) All payments of principal and interest due under this Note must hereunder shall be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated computed on the basis of a 360-day year and will of twelve 30-day months. (c) Accrued interest on each Loan shall be computed payable to the Lender at the Lockbox Account or as otherwise notified to Borrower in arrears on each Interest Payment Date for the actual number of days elapsed such Loan; provided that (i) interest accrued pursuant to Section 4.04 shall be payable on demand, in the period same form as interest payable on the next Interest Payment Date, and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. (d) On each Interest Payment Date commencing with the first Interest Payment Date following the fifth (5th) anniversary of the Closing Date, if the aggregate amount that would be includible in income with respect to the Note for which interest is charged. If any payment periods ending on or before such Interest Payment Date (within the meaning of Section 163(i) of the Code) (the “Aggregate Accrual”) would exceed an amount equal to the sum of (i) the aggregate amount of interest to be made by Company paid (within the meaning of Section 163(i) of the Code) under the Note on or before such Interest Payment Date (determined without regard to the amounts payable on such Interest Payment Date under this Section 4.01(d)), and (ii) the product of (A) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of the Note becomes due on a day which is not a business dayand (B) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of the Note (such sum, the “Maximum Accrual”), then Borrower shall pay to the Lender in cash an amount equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual, and the amount of such payment must shall be made on treated for any period ending after such Interest Payment Date as an amount of interest to be paid (within the next succeeding business day and such extension meaning of time will be included in computing Section 163(i) of the interest due in respect of such paymentCode) under the Note.

Interest Rate. (a) This Note bears simple Each Component of the Loan shall accrue interest throughout the Term at the rate Interest Rate applicable to such Component during each Interest Period. The total interest accrued under the Loan shall be the sum of 0% per annum the interest accrued on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal outstanding balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part each of the Note Balance into Conversion Shares and Company paying Components. Borrower shall pay to Lender on each Monthly Payment Date the entire remaining Note Balance in cash)interest accrued or to be accrued on the Loan for the related Interest Period. (b) All payments of principal Component G shall accrue interest at the Component G Interest Rate. Subject to the terms and interest due under this Note must be made without deduction of any present and future taxesconditions hereof, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount Floating Rate Components of the principal Loan shall be a LIBOR Loan. In the event that Lender shall have determined (which determination shall be conclusive and interest received binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender is not less than that required shall forthwith give notice by this Notetelephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the next succeeding Interest Determination Date. If Company such notice is required by law given, the Floating Rate Components of the Loan shall be converted, as of the first day of the next succeeding Interest Period, to deduct a Prime Rate Loan. Notwithstanding any such amounts from or in respect provision of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal Agreement to the sum it would contrary, in no event shall Borrower have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted right to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesconvert a LIBOR Loan to a Prime Rate Loan. (c) Throughout If, pursuant to the term terms hereof, the Floating Rate Components of this Notethe Loan have been converted to a Prime Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, interest will be calculated on the basis Lender shall give notice by telephone of a 360-such determination, confirmed in writing, to Borrower at least one (1) day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest prior to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business Interest Determination Date. If such notice is given, the Floating Rate Components of the Loan shall be converted, as of the first day of the next succeeding Interest Period, to a LIBOR Loan. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a Prime Rate Loan to a LIBOR Loan. (d) If the adoption of any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make or maintain a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the first day of the next succeeding Interest Period, or upon such extension earlier date as may required by law. Borrower hereby agrees to promptly pay to Lender, upon demand, any additional amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion in accordance with this Agreement, including without limitation, any interest or fees payable by Lender to lenders of time will be included funds obtained by it in computing order to make or maintain the interest due in respect LIBOR Loan hereunder. Lender’s notice of such paymentcosts, as certified to Borrower, shall be conclusive absent manifest error.

Interest Rate. (a) This Note bears simple The Loan will bear interest at the rate of 0% per annum on its unpaid principal amount from Applicable Rate, unless the Closing Date to five days after Default Rate is applicable. Except as expressly provided herein, the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (Adjusted LIBOR Rate shall be the “Default Applicable Rate”. Borrower shall pay interest in arrears on the tenth (10th) day of every calendar month in the amount of all interest accrued and unpaid. All payments (whether of principal or of interest) shall be deemed credited to Borrower’s account only if received by 12:00 noon Brooklyn, Ohio, time on any unpaid principal balance of this Note from five business days after a Business Day; otherwise, such payment shall be deemed received on the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)next Business Day. (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or Agent determines in respect of any principal or interest payment under this Note, then its reasonable discretion (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives Dollar deposits in an amount approximately equal to the sum it would have received had no deductions been madeLoan for the designated LIBOR Rate Interest Period are not generally available at such time in the London interbank market for deposits in Dollars, (ii) Company that the rate at which such deposits are being offered will make not adequately and fairly reflect the cost to Lenders of maintaining a LIBOR Rate on such deductionsportion of the Loan or of funding the same for such LIBOR Rate Interest Period due to circumstances affecting the London interbank market generally, and (iii) Company will pay that reasonable means do not exist for ascertaining a LIBOR Rate, or (iv) that an Adjusted LIBOR Rate would be in excess of the full amount deducted maximum interest rate which Borrower may by law pay, then, in any such event, Agent shall so notify Borrower and all portions of the Loan bearing interest at an Adjusted LIBOR Rate that are so affected shall, as of the date of such notification with respect to an event described in clause (ii) or (iv) above, or as of the relevant taxation authority expiration of the applicable LIBOR Rate Interest Period with respect to an event described in clause (i) or other authority in accordance with (iii) above, bear interest at the Adjusted Base Rate (or such lower rate as required by applicable law. Company will pay all stamp and documentary taxes. If) until such time as the situations described above are no longer in effect or can be avoided, notwithstanding at which time the foregoing, Lender pays such taxes, Company will reimburse Lender for Loan shall again accrue interest at the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesAdjusted LIBOR Rate. (c) Throughout Interest at the term of this Note, interest will Applicable Rate (or Default Rate) shall be calculated for the actual number of days elapsed on the basis of a 360-day year and will be computed for year, including the actual number first date of days elapsed the applicable period to, but not including, the date of repayment. (d) Borrower shall pay all Breakage Costs incurred from time to time by Lenders upon demand. (e) If the introduction of or any change in any Law, regulation or treaty, or in the period interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof, shall make it unlawful for Lender to maintain the Applicable Rate at an Adjusted LIBOR Rate with respect to the Loan or any portion thereof, or to fund the Loan or any portion thereof in Dollars in the London interbank market, or to give effect to its obligations regarding the accrual of interest on the Loan at the Adjusted LIBOR Rate as contemplated by the Loan Documents, then (1) Agent shall notify Borrower that Lenders are no longer able to maintain the Applicable Rate at an Adjusted LIBOR Rate, (2) the Applicable Rate for any portion of the Loan for which the Applicable Rate is then an Adjusted LIBOR Rate shall automatically be converted to the Adjusted Base Rate, and (3) Borrower shall pay to Agent the amount of Breakage Costs (if any) incurred in connection with such conversion. Thereafter, the Loan shall accrue interest at the Adjusted Base Rate until such time as the situation described herein is charged. If no longer in effect or can be avoided, at which time the Loan shall again accrue interest at the Adjusted LIBOR Rate. (f) The Loan shall bear interest at the Default Rate upon the election of the Lenders at any payment time at which an Event of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such paymentDefault shall exist.

Interest Rate. (a) This Note bears simple interest Interest shall accrue on the Loan at the rate of 0% per annum on its unpaid principal amount from Applicable Rate. Subject to the Closing Date to five days after provisions hereinafter set forth, the Maturity Date. This Note bears simple interest at Applicable Rate shall be the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Adjusted LIBOR Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments Interest in arrears at the Applicable Rate shall be payable on each Payment Date. (c) As long as no Event of Default has occurred and is continuing, Borrower may elect from time to time (each, a “LIBOR Rate Election”), but no more frequently than once in any calendar month, to have the Adjusted LIBOR Rate apply to any portion of the principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the Loan (including any disbursement of Loan proceeds about to be made) by giving Lender irrevocable written notice of such election designating the Interest Period for which such LIBOR Rate Election is to apply. Such written notice shall be given to Lender at its New York office by no later than 11:00 A.M. New York time at least three (3) LIBOR Business Days prior to the date on which the applicable Interest Period will commence. If a LIBOR Rate Election is then in effect with respect to any portion of the Loan, then no Interest Period for such portion (or any part thereof) of the Loan may be designated which commences prior to the last day of the then current and applicable Interest Period for such portion of the Loan. In no event may Borrower elect an Interest Period which extends beyond the Maturity Date. Notwithstanding anything to the contrary, (i) the LIBOR Rate Election may be exercised from time to time only as to a minimum amount of $53,000,000, and (ii) in no event shall more than seven (7) Interest Periods be in effect at any time for the Loan. If Borrower does not select an Interest Period at least three (3) LIBOR Business Days prior to the last day of the applicable Interest Period, then the Applicable Rate for such amount following the end of such Interest Period shall be based on a thirty (30) day Interest Period. (d) All payments (whether of principal and interest or interest) shall be deemed credited to Borrower’s account only if received by 3:00 p.m. (New York time) on a Business Day; otherwise, such payment shall be deemed received on the next Business Day. (e) If Lender is not less than determines (which determination shall be conclusive and binding upon Borrower, absent manifest error) (i) that required by this Note. If Company is required by law to deduct any such amounts from or dollar deposits in respect of any principal portion of the Loan bearing interest at the Adjusted LIBOR Rate are not generally available at such time in the London Interbank market, (ii) that the rate at which such deposits are being offered will not adequately and fairly reflect the cost to Lender of maintaining a LIBOR Rate on such portion of the Loan or of funding the same due to circumstances affecting the London interbank market generally, (iii) that reasonable means do not exist for ascertaining a LIBOR Rate or (iv) that an Adjusted LIBOR Rate would be in excess of the maximum interest payment under this Noterate which Borrower may by law pay, then, in any such event, Lender shall so notify Borrower and all portions of the Loan bearing interest at the Adjusted LIBOR Rate that are so affected shall, as of the date of such notification with respect to an event described in clauses (ii) or (iv) above, or as of the expiration of the Applicable Rate Interest Period with respect to an event described in clauses (i) or (iii) above, bear interest at the Adjusted Prime Rate until such time as the situations described above are no longer in effect. (f) If the introduction of (or any change in) any Law, regulation or treaty, or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof, shall make it unlawful for Lender to maintain the Applicable Rate at an Adjusted LIBOR Rate with respect to the Loan or any portion thereof, or to fund the Loan or any portion thereof in dollars in the London interbank market, then (i) Lender shall notify Borrower that Lender is no longer able to maintain the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives Applicable Rate at an amount equal to the sum it would have received had no deductions been madeAdjusted LIBOR Rate, (ii) Company will make such deductions, the Applicable Rate shall automatically be converted to the Adjusted Prime Rate and (iii) Company will Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paidof Breakage Costs (if any) incurred by Lender in connection with such conversion. Company will furnish Lender official tax receipts shall use reasonable efforts to avoid incurring any Breakage Costs but shall have no liability if any Breakage Costs are incurred. Thereafter, interest shall accrue on the Loan or other evidence of payment of all taxesthe applicable portion thereof at the Adjusted Prime Rate until such time as the situation described herein is no longer in effect. (cg) Throughout Interest on the term outstanding principal balance of this Note, interest will the Loan shall be calculated on the basis of a 360-day year and will be computed for by multiplying (i) the actual number of days elapsed in the period for which interest the calculation is charged. If being made by (ii) a daily rate based on a three hundred sixty (360) day year by (iii) the outstanding principal balance of the Loan. (h) Borrower shall indemnify Lender and hold Lender harmless from any loss or expense which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on any portion of the Loan bearing interest at an Adjusted LIBOR Rate, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to be made lenders of funds obtained by Company under this Note becomes due it in order to maintain such portion of the Loan at an Adjusted LIBOR Rate, (ii) any prepayment (whether voluntary or mandatory) of any portion of the Loan bearing interest at an Adjusted LIBOR Rate on a day which that (A) is not a business daythe Payment Date immediately following the last day of an Interest Period with respect thereto or (B) is the Payment Date immediately following the last day of an Interest Period with respect thereto if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain such portion of the Loan at an Adjusted LIBOR Rate and (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Rate from an Adjusted LIBOR Rate to the Adjusted Prime Rate with respect to any portion of the Loan on a date other than the Payment Date immediately following the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain such portion of the Loan at an Adjusted LIBOR Rate (the amounts referred to in clauses (i), (ii) and (iii) are herein referred to collectively as the “Breakage Costs”). This provision shall survive payment must be made on of the next succeeding business day Note in full and such extension the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents. Lender shall make reasonable efforts to avoid incurring any Breakage Costs in connection with the application of the Release Prices in reduction of the Debt. (i) The outstanding principal balance of the Loan shall bear interest at the Default Rate at any time will be included in computing the interest due in respect during which an Event of such paymentDefault exists.

Interest Rate. (a) This Note bears The outstanding principal balance hereof shall bear simple interest at the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate lesser of 20% twelve percent per annum (12%) or the highest lawful rate permitted by law, whichever is less) law (the “Default "Regular Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below"), computed daily on the basis of a 360 day year consisting of twelve 30-day months for each day all or (iii) Lender electing in its sole discretion to convert any part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)principal balance hereof shall remain outstanding. (b) All payments agreements between Maker and Payee, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of principal and demand or acceleration of the Final Maturity Date (as defined in Section 4) or otherwise, shall the interest due under this Note must be made without deduction of any present and future taxescontracted for, leviescharged, impostsreceived, deductions, charges paid or withholdings, which amounts must agreed to be paid by Company. Company will pay to Payee exceed the amounts necessary such that maximum amount permissible under the gross amount laws of the principal and interest received by Lender is not less than that required by this NoteState of New York (hereinafter the "Applicable Law"). If Company is required by law to deduct from any such amounts from or in respect of any principal or circumstance whatsoever, interest payment under this Note, then (i) the sum would otherwise be payable to Lender will Payee in excess of the maximum amount permissible under the Applicable Law, the interest payable to Payee shall be increased as may be necessary so that after making all required deductions (including deductions applicable reduced to additional sums payable the maximum amount permissible under this provision) Lender receives the Applicable Law, and if from any circumstance Payee shall ever receive anything of value deemed interest by the Applicable Law in excess of the maximum amount permissible under the Applicable Law, an amount equal to the sum it would have received had no deductions been madeexcessive interest shall be applied to the reduction of the principal hereof and not to the payment of interest, (ii) Company will make or if such deductionsexcessive amount of interest exceeds the unpaid balance of principal hereof, such excess shall be refunded to Maker. All interest paid or agreed to be paid to Payee shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and (iii) Company will pay spread throughout the full amount deducted to period (including any renewal or extension) until payment in full of the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated on the basis of a 360-day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing principal so that the interest due hereon for such full period shall not exceed the maximum amount permissible under the Applicable Law. Payee expressly disavows any intent to contract for, charge or receive interest in respect of such paymentan amount which exceeds the maximum amount permissible under the Applicable Law. This paragraph shall control all agreements between Maker and Payee.

Interest Rate. All advances hereunder shall, unless the Company otherwise elects as hereinafter set forth, bear interest at the Prime Rate. The Company shall have the right at any time, on prior irrevocable written or telex notice to the Payee not later than 11:00 a.m., Nashville time, to convert any Prime Rate, Fixed Rate, or LIBOR Based Rate Loan into a Revolving Credit Loan of another type, or to continue any LIBOR Based Rate Loan for a Eurodollar Interest period or any Fixed Rate Loan for a Fixed Rate Interest Period (specifying in each case the Interest Period to be applicable thereto), subject in each instance to the following: (a) This Note bears simple interest no LIBOR Based Rate Loan shall be converted at any time other than at the rate end of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest Eurodollar Interest Period applicable thereto; (b) no Fixed Rate Loan shall be converted at any time other than at the rate end of 20% per annum the Fixed Rate Interest Period applicable thereto unless the Company also pays at the same time the prepayment penalty, if any, due hereunder as specified in the section on Prepayments; (c) each conversion shall be effected by applying the proceeds of the new LIBOR Based Rate, Fixed Rate, and/or Prime Rate Loan, as the case may be, to the Revolving Credit Loan (or portion thereof) being converted; and (d) the highest rate permitted by law, whichever is less) number of LIBOR Based Rate Loans and Fixed Rate Loans at any time outstanding shall not exceed an aggregate of five (the “Default Rate”) on any unpaid principal balance of 5). Each Fixed Rate Request and/or Eurodollar Rate Request shall be irrevocable and shall refer to this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by and specify (i) the identity and principal amount of the particular Revolving Credit Loan that the Company paying the entire Note Balance in cashrequests be converted or continued, (ii) Lender electing in its sole discretion to convert if such notice requests conversion, the entire Note Balance into Conversion Shares date of such conversion (as defined belowwhich shall be a Business Day for Fixed Rate Loans and a Eurodollar Business Day for LIBOR Based Rate Loans), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) if a Revolving Credit Loan is to be converted to a LIBOR Based Rate Loan or a Fixed Rate Loan or a LIBOR Based Rate Loan or Fixed Rate Loan is to be continued, the Eurodollar or Fixed Rate Interest Period with respect thereto. In the event the Company shall not give notice to continue any LIBOR Based Rate or Fixed Rate Loan for a subsequent period, such Revolving Credit Loan (unless repaid) shall automatically be converted into a Prime Rate Loan. If the Company shall fail to specify in the request the type of borrowing or, in the case of a Fixed Rate Loan, the applicable Fixed Rate Interest Period, the Company will pay be deemed to have requested a Prime Rate Loan. If the full amount deducted Company shall fail to specify in any Eurodollar Rate Request the applicable Eurodollar Interest Period, the Company will be deemed to have selected a Eurodollar Interest Period of one (1) month's duration. Notwithstanding anything to the relevant taxation authority contrary contained above, if an Event of Default shall have occurred and be continuing, no LIBOR Based Rate or other authority Fixed Rate Loan may be continued and no Prime Rate Loan may be converted into a Fixed Rate or LIBOR Based Rate Loan. Interest Payments All payments hereunder shall be made in accordance lawful money of the United States of America, with applicable lawinterest on the whole of said principal amount remaining from time to time unpaid from the date hereof at a LIBOR Based Rate, the Prime Rate or a Fixed Rate and as provided herein, until the principal hereof shall become due and payable (whether at maturity, on a date fixed for prepayment, by acceleration or otherwise). Company will pay Interest shall be computed in all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated cases on the basis of a 360-day year and will be computed for the actual number of days elapsed in the period for which interest is chargedelapsed. If Interest shall be payable as follows: with respect to any payment portion of interest to be made by Company under this Note becomes due on bearing interest at a day which is not LIBOR Based Rate (a business day"LIBOR Based Rate Loan"), such payment must interest shall be made payable on the next succeeding business last day and of each applicable Eurodollar Interest Period, unless such extension Eurodollar Interest Period exceeds three (3) months, in which event interest shall be payable with respect to the principal amount bearing interest at such LIBOR Based Rate on each Quarterly Payment Date occurring after the first day of time will be included in computing the interest due in respect Eurodollar Interest Period through the last day of such paymentEurodollar Interest Period, and on the last day of each Eurodollar Interest Period; with respect to any portion of this Note bearing interest at the Prime Rate (a "Prime Rate Loan"), interest shall be payable on each Quarterly Payment Date; with respect to any portion of this Note bearing interest at a Fixed Rate (a "Fixed Rate Loan"), interest shall be payable on each Quarterly Payment Date and on the last day of each Fixed Rate Interest Period, in each case commencing on the first such date following the making of such loan.

Interest Rate. (a) This Note bears simple The Revolving Credit Loans shall bear interest at on the rate of 0% per annum on its unpaid principal amount from thereof at a rate per annum equal to the Closing Date LIBOR Rate plus three and one-half (3.50%) percent. The interest rate shall be adjusted pursuant to the Adjustment Protocol. (b) Upon the occurrence and during the continuance of an Event of Default, the outstanding principal amount of each Loan, shall, at the option of the Bank, bear interest payable on demand, at a rate per annum equal to rate set forth under Section 3.1(a) plus five (5.00%) percent per annum. (c) A late charge of five (5.00%) percent shall be imposed on each and every payment required hereunder that is not received by Bank within ten (10) days after it is due. The late charge is not a penalty, but liquidated damages to defray administrative and related expenses due to such late payment. The late charge shall be immediately due and payable and shall be paid by the Maturity DateBorrower to the Bank without notice or demand. This provision for late charge is not and shall not be deemed a grace period, and Bank has no obligation to accept a late payment. Further, the acceptance of a late payment shall not constitute a waiver of any Event of Default then existing or thereafter arising. (d) Anything in this Agreement or in the Revolving Credit Note bears simple to the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be paid to the Bank to the extent that the charging or receipt thereof would not be permissible under the law or laws applicable to the Bank limiting the rates of interest that may be charged or collected by the Bank. In each such event payments of interest required to be paid to the Bank shall be calculated at the rate of 20% per annum (or the highest rate permitted by applicable law until such time as the rates of interest required hereunder may lawfully be charged and collected by the Bank. If the provisions of this Agreement or the Revolving Credit Note would at any time otherwise require payment by the Borrower to the Bank of any amount of interest in excess of the maximum amount then permitted by applicable law, whichever is less) (the “Default Rate”) on any unpaid interest payments to the Bank shall be reduced to the extent necessary so that the Bank shall not receive interest in excess of such maximum amount. Any amount paid or collected by the Bank as interest which would be in excess of the amount permitted by applicable law shall be deemed applied to the reduction of the principal balance of this Note from five business days after the Maturity Date until Obligations and not to the actual date that payment of interest, but if such Obligations have been or are thereby paid in full, the entire Note Balance is satisfied (either by (i) Company paying excess shall be returned to the entire Note Balance in cashBorrower, (ii) Lender electing in its sole discretion such application to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part principal balance of the Note Balance into Conversion Shares Obligations or the refunding of excess to be a complete settlement and Company paying the entire remaining Note Balance in cash)acquittance thereof. (be) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will Interest on each Loan shall be calculated on the basis of a year of three hundred sixty (360-day year ) days and will shall be computed payable for the actual number days elapsed. (f) Each determination by the Bank of days elapsed in the period an interest rate or fee hereunder shall, absent manifest error, be conclusive and binding for which interest all purposes, so long as such determination is charged. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day reasonable basis and such extension of time will be included in computing the interest due in respect of such paymentgood faith.

Interest Rate. (a) This Note bears simple A. Subject to adjustment as set forth below, the interest at rate on the rate of 0Notes shall be 9.51% per annum so long as the Notes are not in default. The interest rate applicable to the Notes shall be subject to adjustment by you on its unpaid principal amount from May 1, 1994 and May 1, 1997 (each respectively an "Interest Rate Adjustment Date") to an adjusted rate not to exceed 275 basis points over the Closing Date yield of 3-year U. S. Treasury Notes in effect on the February 1 prior to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum such adjustment (or the highest next Business Day if such February 1 is not a Business Day), provided, however, the interest rate permitted on the Notes shall in no event be less than 9.0% per annum. You will give the Company notice of the interest rate which will be applicable to the Notes on and after each Interest Rate Adjustment B. As provided in Section 6.1C hereof, the Company may prepay either Note in full within 90 days after an Interest Rate Adjustment Date by law, whichever is less) (giving notice to you of such prepayment within the “Default Rate”) time and in the manner prescribed by said Section 6.1C. Failure to give such notice of prepayment shall obligate the Company absolutely and unconditionally to pay interest on any unpaid principal balance of this the Note from five business days and after such Interest Rate Adjustment Date at the Maturity Date until interest rate as determined in the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)preceding paragraph. (b) All payments of principal and C. In the event the interest due under this Note must be made without deduction of provisions hereof or any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from exaction provided for herein or in respect of the Collateral Documents shall result for any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, reason and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout at any time during the term of this Noteloan in an effective rate of interest which transcends the limit of the usury or any other law applicable to this loan, all sums in excess of those lawfully collectible as interest will be calculated on the basis of a 360-day year and will be computed for the actual number period in question shall, without further agreement or notice between or by any party hereto, be applied on principal immediately upon receipt and effect as thought the payor had specifically designated such extra sums to be so applied to principal, and the holder of days elapsed in the period for which interest is chargedNotes shall accept such extra payment or payments as a premium-free prepayment. If any such amounts are in excess of the principal then outstanding, such excess shall be paid to the Company. In no event shall any agreed-to or actual exaction as consideration for the Loan transcend the limits imposed or provided by the law applicable to this transaction or the Company in the jurisdictions in which the Facility or any other security for payment of interest to be made by Company under this Note becomes due on a day which such Notes is not a business day, such payment must be made on located for the next succeeding business day and such extension use or detention of time will be included money or for forbearance in computing the interest due in respect of such paymentseeking its collection.

Interest Rate. (a) This Note bears simple The Borrower shall pay Holder interest on the unpaid aggregate principal balance of the Loan (the “Outstanding Principal Amount”) in accordance with the terms of this Agreement and the Note. Simple interest at the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% eleven percent (11%) per annum (the “Interest Rate”) based on the actual days outstanding will accrue and be payable, along with the Outstanding Principal Amount in immediately available funds on the Maturity Date (as defined below). Interest shall be computed based on the actual number of days in a 360-day year. (b) Holder is hereby authorized to note the date, principal amount and Interest Rate applicable to the Note and any payments made thereon on Holder’s books and records (either manually or by electronic entry) which shall be prima facie evidence of the highest accuracy of the information noted, absent manifest error. (c) Immediately upon the occurrence and during the continuance of an Event of Default under Section 6.1(a), the Loan shall bear interest at a rate permitted by law, whichever per annum which is lessthree percent (3.0%) above the rate effective immediately before such Event of Default (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), . Payment or (iii) Lender electing in its sole discretion to convert part acceptance of the Note Balance into Conversion Shares increased interest rate provided in this Section 2.1(c) is not a permitted alternative to timely payment and Company paying the entire remaining Note Balance in cash)shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Holder. (bd) All payments and reimbursements to Hxxxxx made hereunder shall be free and clear of principal and interest due under this Note must be made without deduction of any present and future for all taxes, levies, imposts, deductions, assessments, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in all liabilities with respect thereto of any principal or interest payment under this Notenature whatsoever, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal excluding taxes to the sum it would have received had no deductions been madeextent imposed on Hxxxxx’s net income. The Note or any interest therein may not be transferred to any party if payments to such party are subject to backup withholding. Borrower shall pay to Holder immediately upon demand, (ii) Company will make such deductionsin addition to any other amounts due or to become due hereunder, any and (iii) Company will pay the full amount deducted to the relevant taxation authority all withholdings, interest equalization taxes, stamp taxes or other authority in accordance with applicable law. Company will pay all stamp taxes (except income and documentary franchise taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts ) imposed by any domestic or other evidence of payment of all taxesforeign Governmental Authority. (ce) Throughout If, at any time, the term rate of this Noteinterest, together with all amounts which constitute interest will and which are reserved, charged or taken by Holder as compensation for fees, services or expenses incidental to the making, negotiating or collection of the Loan evidenced hereby, shall be calculated on deemed by any competent court of law, governmental agency or tribunal to exceed the basis maximum rate of interest permitted to be charged by Holder to Borrower under Applicable Law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a 360-day year and will be computed for the actual number voluntary prepayment of days elapsed principal. Provided, however, that in the period for event there is a change in the law which interest is charged. If any payment results in a higher permissible rate of interest, then the higher permissible rate of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such paymentshall apply.

Interest Rate. (a) This Note bears simple With respect to each Advance hereunder, the Borrow shall pay to the Lender, on a quarterly basis, in arrears, interest at on the rate of 0% per annum on its unpaid outstanding principal amount from the Closing Date date of each such Advance at a rate per annum equal to five days after the Base Rate. Interest shall be payable on the last day of each fiscal quarter of the Borrower, on each date that principal payments are paid, and on the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments Upon the occurrence and during the continuance of principal and interest due under this Note must be made without deduction an Event of any present and future taxesDefault, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross entire outstanding amount of the principal Loan shall bear interest from and after the date on which such Event of Default occurred, and the Borrower shall pay such interest received by Lender at the Default Rate on demand, or if no demand is not less than that required by this Note. If Company is required by law to deduct any made, in accordance with Section 2.2(a) above, until such amounts from or in respect of any principal or interest payment under this Note, then time as (i) the sum payable to Lender will be increased entire principal amount of the Loan, or so much thereof as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable then outstanding under this provision) Lender receives an amount equal Agreement and the Note, together with all accrued interest thereon, and all charges, amounts and other sums evidenced by this Agreement and the Note and the other Loan Documents shall have been paid to the sum it would have received had no deductions been madeLender, or (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted Event of Default has been cured by Borrower to the relevant taxation authority satisfaction of Lender or other authority waived by Lender (in accordance with applicable lawthe Lender’s sole discretion), whichever is earlier. Company will pay all stamp and documentary taxes. IfUpon the cure or waiver of an Event of Default, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesinterest rate hereunder shall be as set forth in Section 2.2(a). (c) Throughout Notwithstanding anything set forth herein to the term contrary, in no event shall the total amount of all charges payable under this NoteAgreement or under any of the Loan Documents which are or would, interest will under Applicable Law, be calculated on the basis of a 360-day year and will held to be computed for the actual number of days elapsed in the period for which nature of interest is chargedexceed the maximum rate permitted to be charged under applicable law. If Should the Lender receive any payment which is or would be in excess of interest that maximum rate permitted to be made by Company charged under this Note becomes due on a day which is not a business dayany such applicable law, such payment must shall have been, and shall be deemed to have been, made on in error, and, at the next succeeding business day and such extension option of time will the Lender, shall be included in computing applied against any of the interest due in respect of such paymentobligations evidenced and/or secured by the Loan Documents or returned to the Borrower.

Interest Rate. (a) This Note bears simple interest at the The rate of 0interest per annum on the Loan outstanding will be 11.05% per annum in excess of the Prime Rate commencing on its unpaid the date of Advance, accruing daily, payable to the Agent (for distribution to the Lenders in accordance with their Applicable Percentage) monthly and calculated on the outstanding principal amount of the Loan from time to time, both before and after Default. Upon the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate occurrence of 20% per annum (or the highest rate permitted by law, whichever is less) (the “an Event of Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross outstanding amount of the principal and Loan shall bear interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect at the rate specified above (the “Base Rate”) plus an additional 5.0% per annum until the earlier of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so date that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to said Event of Default is cured by the sum it would have received had no deductions been madeBorrower, or (ii) Company will make such deductionsthe date that all Obligations other than the Royalty, including all applicable accrued and (iii) Company will pay unpaid interest, are indefeasibly repaid in full and the full amount deducted Agent and the Lenders have no further obligations pursuant to the relevant taxation authority Credit Documents (such date that all Obligations are indefeasibly repaid in full and the Agent and the Lenders have no further obligations pursuant to the Credit Documents is referred to as the “Termination Date”). For greater certainty and without limiting any rights of the Agent and the Lenders under this Agreement or any other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. IfCredit Document, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence an Event of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated on the basis Default arising from a breach of a 360-day year and will financial covenant shall be computed deemed to be cured if the Borrower is in compliance with such financial covenant on any subsequent date of measurement of such financial covenant as provided for in this Agreement. For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in the Credit Documents are equivalent, are the rates so calculated multiplied by the actual number of days elapsed in the period for which interest is chargedcalendar year and divided by 365 (or 366 in the case of a leap year). If any provision of this Agreement or the other Credit Documents would obligate an Obligor to make any payment of interest or other amount payable to the Agent or any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Agent or any Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by the Agent or such Lender of interest at a criminal rate, the adjustment to be made effected, to the extent necessary, as follows: (i) firstly, by Company reducing the amount or rate of interest required to be paid to the Agent or such Lender under this Note becomes due on a day Credit Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Agent or such Lender which is not a business day, such payment must be made on would constitute interest for purposes of Section 347 of the next succeeding business day and such extension of time will be included in computing the interest due in respect of such paymentCriminal Code (Canada).

Interest Rate. (a) This Note bears simple interest at the rate of 0% per annum on its unpaid The outstanding principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance Loans shall bear interest consisting of Fixed Interest, which shall be paid in cash)cash as provided in this Section 4.01. (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or hereunder in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will Fixed Interest shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated computed on the basis of a 360-day year of twelve 30-day months. (c) Except as otherwise expressly provided in Section 4.03, accrued and will unpaid Fixed Interest on the Loans shall be computed payable in cash by Borrower to the Lender at the Lender Account in arrears on each Interest Payment Date; provided, however, that with respect to each Interest Payment Date from the Closing Date through and including the Amortization Start Date, if payments received with respect to the Included Product Payments for the actual number immediately preceding Calendar Quarter for such Interest Payment Date are insufficient to pay all amounts of days elapsed Fixed Interest due on the Loans for such Interest Payment Date (any such deficiency, the “Deficiency Amount”), then any such Deficiency Amount shall increase the outstanding principal amount of the Loans by an amount equal to the Deficiency Amount for the applicable Interest Payment Date (rounded up to the nearest whole dollar) and the Lender shall be deemed to have made an additional term loan in a principal amount equal to the aggregate amount of such Deficiency Amount (such additional term loan, “Accreted Principal”). Accreted Principal shall be deemed to be part of the Loans made to Borrowers for all purposes under this Agreement, and the Loans shall bear interest on such increased principal amount from and after the applicable Interest Payment Date in accordance with this Section 4.01. In the event of any repayment or prepayment of the Loans (including, without limitation, principal payments due under Section 3.01), accrued and unpaid Fixed Interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (d) Fixed Interest on the Loans shall be payable solely from the Included Product Payments, except (i) in connection with voluntary prepayment of the Loans pursuant to Section 3.02(b) or Section 3.03, (ii) following the occurrence of a Prepayment Trigger, to the extent of capital contributions made by the Company in its sole discretion to fund full prepayment of the Loans, and (iii) following the Amortization Start Date, at the election of Borrower, any other funds available to Borrower; provided that in the period for which interest is charged. If case of this clause (iii), any payment of interest capital contributions by the Company shall be subject to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included limitations thereon set forth in computing the interest due in respect of such paymentContribution Agreement.

Interest Rate. (a) This Note bears simple Subject to the provisions of Section 4.5(a) hereof, the interest rate is the lesser of (i)_the Maximum Rate, or (ii) the rate (the "Fuel Terminal Loan Basic Rate"), through December_31, 1996, that is equal to the Bank's Reference Rate, and thereafter, the LIBOR Rate plus one and three-quarters (1.75) percentage points. Notwithstanding the foregoing, if at any time the Fuel Terminal Loan Basic Rate shall exceed the Maximum Rate and thereafter the Fuel Terminal Loan Basic Rate shall become less than the Maximum Rate, the rate of 0% per annum on its unpaid interest payable shall be the Maximum Rate until the Bank shall have received the amount of interest it otherwise would have received if the interest payable had not been limited by the Maximum Rate during the period of time the Fuel Terminal Loan Basic Rate exceeded the Maximum Rate. (b) The Borrower may prepay the Fuel Terminal Loan in full or in part at any time in an amount not less $250,000.00, or, if greater, in integrated multiples thereof. The prepayment will be applied to installments of principal amount from due under the Closing Date to five days after Fuel Terminal Loan in inverse order of maturities. In the Maturity Date. This Note bears simple interest at event Borrower prepays the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid outstanding principal balance of this Note from five business days after in full, the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion Bank's obligation to convert the entire Note Balance into Conversion Shares (make subsequent advances hereunder shall terminate as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments date of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesprepayment. (c) Throughout The Borrower shall pre-pay the term of this NoteFuel Terminal Loan in full or in part, interest as the case may be, from all principal amounts collected, if any, from the note receivable evidencing the $1,200,000.00 advance to Fidelity Venture Investments, L.L.C. ("Fidelity Advance"). (d) Beginning January 1, 1997, each prepayment will be calculated accompanied by the amount of accrued interest on the basis amount prepaid, and a prepayment fee equal to the amount (if any) by which: (i) the additional interest which would have been payable on the amount prepaid had it not been paid until the last day of a 360-day year and will be computed for the actual number of days elapsed interest period, exceeds (ii) the interest which would have been recoverable by the Bank by placing the amount prepaid on deposit in the LIBOR dollar market, in each case for a period for which interest is charged. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made starting on the next succeeding business date on which it was prepaid and ending on the last day and such extension of time will be included in computing the interest due in period. (iii) Notwithstanding the foregoing, there shall be no prepayment penalty with respect of such paymentto a prepayment made as required by Section 4.4 (c) above.

Interest Rate. (a) This Note bears simple 3.1 The Loan or so much thereof as is outstanding from time to time will bear interest at the rate of 014% per annum. 3.2 Interest on the Loan will be calculated and payable monthly in arrears, both before and after maturity. 3.3 All overdue and unpaid interest, fees, costs and other amounts payable by the Borrower hereunder or under the Security Documents will bear interest both before and after each of maturity, default and judgment at the rate specified in Subsection 3.1 hereof. 3.4 If the interest charged or chargeable on the Loan advanced, pursuant to this Agreement, would constitute an illegal rate of interest, then the interest charged or chargeable under this Agreement will be reduced so that the total interest charged or chargeable will be that rate of interest which is 1% per annum on its unpaid principal amount from less than the Closing Date to five days after the Maturity Date. This Note bears simple interest at the minimum rate, which would be an illegal rate of 20% per annum interest calculated in accordance with generally accepted actuarial practices and principles approved by the Canadian Institute of Actuaries. Such reduction will be effected by reducing or refunding to the Borrower such of those fees, charges and expenses (or the highest rate permitted by law, whichever is lessa combination thereof) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares constituting "interest" (as such term is defined below)or determined by the statute, establishing or (iiidefining illegal rates of interest) Lender electing in its sole discretion to convert part of payable hereunder, as may be designated by the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)Lender. (b) All 3.5 Any and all payments of principal and interest due under this Note must by the Borrower hereunder will be made free and clear of and without deduction of for any and all present and or future taxes, levies, duties, imposts, deductions, charges or withholdings, which amounts must be paid and all liabilities with respect thereto (excluding taxes imposed on the Lender's income and by Company. Company will pay the amounts necessary such that the gross amount virtue of the principal Lender's operations) imposed by any Governmental Authority (all such non-excluded taxes, levies, duties, imposts, deductions, charges, withholdings and interest received by Lender is not less than that liabilities will be hereinafter defined as "Taxes"). If the Borrower will be required by this Note. If Company is required by law the laws of any Governmental Authority to deduct or withhold any such amounts Taxes from or in respect of any principal or interest payment under this Note, then sum payable to the Lender hereunder: (ia) the sum payable to Lender will be increased as may be necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this provisionSection 3) the Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, ; (iib) Company the Borrower will make such deductions, deductions and withholdings; and (iiic) Company the Borrower will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp tax law and documentary taxes. If, notwithstanding provide to the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated on the basis of a 360-day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such payment. 3.6 The Borrower will indemnify the Lender for the full amount of any Taxes (other than Excluded Taxes) imposed by a Governmental Authority on amounts payable by the Borrower under this Agreement paid or payable by the Lender (including, without limitation, any applicable sales, use. excise or other tax of a like nature) and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted, and any Taxes (other than Excluded Taxes) levied or imposed with respect to any indemnity payment made under this Section 3. This indemnification will be made within five (5) business days after the date the Lender makes written demand therefor.

Interest Rate. (a) This Note bears simple Subject to Sections 2.9 and 4.7 hereof, interest at payable on the rate of 0% per annum on its unpaid outstanding principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after (the Maturity Date until "Principal Amount") shall accrue at a rate per annum equal to the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part sum of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the "prime rate" published in The Wall Street Journal from time to time (the "Prime Rate"), plus three percent (3%) (the "Cash Contract Rate"), plus (ii) five percent (5%) (the "PIK Contract Rate") (the sum payable of (i) and (ii) shall be referred to Lender will as the "Contract Rate"). The Cash Contract Rate shall be increased or decreased as the case may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives for each increase or decrease in the Prime Rate in an amount equal to such increase or decrease in the sum it would have received had no deductions been made, Prime Rate; each change to be effective as of the day of the change in the Prime Rate. The Cash Contract Rate shall not at any time be less than ten percent (ii10%). Interest shall be (i) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated on the basis of a 360-360 day year year, and will be computed for (ii) payable monthly, in arrears, commencing on June 1, 2006 and on the actual number first Business Day of days elapsed in each consecutive calendar month thereafter through and including the period for Maturity Date, whether by acceleration or otherwise (each date upon which interest is chargedshall be so payable, an "Interest Payment Date"). If Through any payment of Interest Payment Date, interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day Principal Amount that shall have accrued at the Cash Contract Rate and such extension of time will be included in computing the interest due in respect shall remain unpaid as of such paymentInterest Payment Date (for any Interest Payment Date, a "Cash Interest Amount") shall be paid in immediately available funds by Borrowers to the Holder on such Interest Payment Date. Through any Interest Payment Date, interest on the Principal Amount that shall have accrued at the PIK Interest Rate and shall remain unpaid as of such Interest Payment Date (for any Interest Payment Date, a "PIK Interest Amount") shall not be paid on such Interest Payment Date. All outstanding PIK Interest Amounts shall be due and payable on the Maturity Date. Notwithstanding any other provision of this Note, Borrowers may, in their sole discretion, pay any PIK Interest Amount on any Interest Payment Date in immediately available funds without any premium or penalty.

Interest Rate. (a) This Each Note bears simple shall bear interest at the a rate of 0% per annum on its unpaid principal amount from equal to the Closing Date to five days after lesser of (1) the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), Maximum Interest Rate or (iii2) Lender electing in its sole discretion the Floating Rate. The Floating Rate shall be rounded upward to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)second decimal place. (b) All payments of Any principal of, and to the extent permitted by applicable law, any interest due under this Note must be made without deduction of on the Notes and any present and future taxes, levies, imposts, deductions, charges or withholdingsother sum payable hereunder, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law paid when due shall bear interest, from the date due and payable until paid, payable on demand, at a rate per annum equal to deduct any such amounts from or in respect of any principal or interest payment under this Note, then the lesser of (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, Default Rate and (ii) Company will make such deductionssubject to Section 1.4(c) hereof, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesMaximum Interest Rate. (c) Throughout Upon the term occurrence of this Notean Event of Default, the Notes and all other Obligations payable hereunder shall bear interest, payable on demand (excluding interest on outstanding Notes, which will remain payable in accordance with their terms until their respective maturity dates), at a rate per annum equal to the lesser of (i) the Default Rate and (ii) subject to Section 1.4(c) hereof, the Maximum Interest Rate. (d) Anything in Section 1.4(a), 1.4(b) or 1.4(c) to the contrary notwithstanding, if at any time the interest rate which would otherwise be calculated payable on a Note exceeds the basis of a 360-day year and will be computed for Maximum Interest Rate, the actual number of days elapsed in the period for which interest is charged. If any payment rate of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made accrue on the next succeeding business day and such extension aggregate unpaid outstanding principal balance of the Note during that time will shall be included limited to the Maximum Interest Rate, but any subsequent reductions in computing the interest due rate applicable to the Note shall not become effective to reduce the interest rate below the Maximum Interest Rate until the total amount of interest accrued on the aggregate unpaid outstanding principal balance of the Note equals the total amount of interest which would have accrued if the applicable interest rate on the Note as provided hereunder had at all times been in effect. Notwithstanding the foregoing, on the date on which no principal amount with respect of such paymentto the Notes remains unpaid, the Issuer shall pay to each Noteholder a fee equal to any accrued and unpaid excess interest pursuant to this Section 1.4(d).

Interest Rate. (a) This Note bears simple The interest at the rate of 0% will be a rate per annum on its unpaid principal amount from as determined by the Closing Date to five days after relevant lender and the Maturity Dateborrower. This Note bears simple The interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must shall be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not no less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect the higher of any principal or interest payment under this Note, then (i) the sum payable rate at which CRC or a corporate borrower of similar standing is able to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives borrow in RMB in an amount equal to the sum it would have received had no deductions been made, relevant advance from a bank or a financial institution for the relevant period and (ii) Company the deposit rate which the lender could have obtained from a bank or a financial institution for such relevant amount and period. Guarantee: CRC unconditionally and irrevocably guarantees to the relevant lenders the due and punctual performance of all borrowers’ obligations under the Onshore Framework Loan Agreement 2019. Best endeavours: If an advance is to be made pursuant to the Onshore Framework Loan Agreement 2019 to a borrower which is a subsidiary of a China Resources Group listed company, prior to making that advance, such China Resources Group listed company shall sign a deed of undertaking and undertake that if CRC makes a payment to a lender in connection with the Onshore Framework Loan Agreement 2019 due to a breach by the China Resources Group listed company’s subsidiary borrower, then the China Resources Group listed company will make such deductionsuse its best endeavours to procure that borrower shall have sufficient funds to, and does, promptly reimburse CRC. This may include such China Resources Group listed company making payments by way of gift or capital contribution or shareholder loan to the borrower (to the extent permitted by PRC law). Early repayment: Both a lender and a borrower may by giving ten business days’ written notice require the repayment or prepayment of the advance, as the case may be, together with accrued interest. Basis of lending: All advances will be made at the sole discretion of the lender. No security over the assets of the borrower will be provided. All advances will become immediately repayable on demand upon the occurrence of an acceleration event which includes non-payment by the borrower; breaches of the agreement by the borrower which have not been rectified in the specified period; cross-default in a material amount; the enforcement of security; insolvency; dissolution; repudiation; CRC ceasing directly or indirectly to be the single largest shareholder of the relevant borrower; or on the occurrence of a material adverse change as stated in the Onshore Framework Loan Agreement 2019 in respect of the relevant borrower. The annual lending caps for the maximum aggregate amount which can be lent by the Group on any single day (inclusive of interest received and anticipated to be received rounded to the nearest million) under both of the Framework Loan Agreements 2019 have been determined after assessing the maximum amount of exposure at any time which the Group is prepared to assume under the Framework Loan Agreements 2019 in the context of its estimated temporarily surplus cash resources and the historical amount lent by the Group as set out below. Set out below are the maximum aggregate amount of advances outstanding on any single day lent by the Group under the Framework Loan Agreements 2016 (inclusive of interest received and receivable) during each of the years ended 31st December, 2017, 2018 and the eleven months ended 30th November, 2019: Maximum daily aggregate amount outstanding during the year/period 1,506 1,306 1,646 The proposed annual lending caps for the Group on any single day for the term of the Framework Loan Agreements 2019 and a comparison of these caps with the Group’s other deposits, cash and bank balances and with the size of the Group using the highest of the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules are as follows: 2,000 2,000 2,000 11,877 2.84 Such maximum daily amount is applicable for each day during the relevant year, and such maximum daily amount is calculated on an individual basis as outstanding at the end of each day during the relevant year without aggregating with the daily amount incurred on the days before. All advances to any member of the China Resources Group will be guaranteed by (i) CRC; (ii) CRH; or (iii) Company will pay CRH and a China Resources Group listed company, depending on the full amount deducted relevant Framework Loan Agreements 2019 and the identity of the borrower. Both CRC and CRH are regarded as borrowers of undoubted standing in their own markets. CRC is a bond issuer in the PRC and its principal long term credit rating is AAA according to an independent rating agency, China Lianhe Credit Rating Co., Ltd. The summary of the consolidated financial positions of CRC and CRH are as follows: Audited Audited Audited Audited HK$ billion HK$ billion RMB billion RMB billion Total assets 1,330 1,523 1,234 1,458 Cash and bank balances 138 161 132 157 Equity attributable to the relevant taxation authority or other authority shareholders of the company 000 000 000 215 Profit attributable to the shareholders of the company 21 34 22 23 Cash flow from operation 62 94 40 69 By virtue of CRC being the controlling shareholder of CRH, which in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, turn holds a controlling interest will be calculated on the basis of a 360-day year and will be computed for the actual number of days elapsed in the period for which interest is chargedCompany, CRC and CRH are connected persons to the Company as defined under the Listing Rules. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on As the next succeeding business day and such extension of time will be included in computing the interest due applicable size test percentage ratios exceed 0.1% but are less than 5% in respect of such paymentthe continuing connected transactions under the Framework Loan Agreements 2019, the transactions are only subject to the reporting, annual review and announcement requirements but are exempted from the Independent Shareholders’ approval requirement of the Listing Rules. Xx. Xxxx Xxxxxxxxx, Xx. Xxxx Xxxx, Mr. Xxxx Xxx, Xxxxx Xxx Xxxx Xxx and Xx. Xxxx Xxxxxxx, being members of the senior management of CRH, were considered to have material interest in the transactions under the Framework Loan Agreements 2019 and have therefore abstained from voting on the relevant board resolutions approving the Framework Loan Agreements 2019 and the transactions contemplated thereunder. Save as disclosed above, none of the other directors of the Company has any material interest in the transactions under the Framework Loan Agreements 2019, and none of them abstained from voting on the relevant board resolutions approving the Framework Loan Agreements 2019 and the transactions contemplated thereunder.

Interest Rate. (a) This Note bears simple The Revolving Credit Loans shall bear interest for the period from the date thereof on the unpaid principal amount thereof at a fluctuating rate per annum equal to LIBOR plus two and three-quarters percent (2.75%), subject to the terms and conditions of the Revolving Credit Note. (b) Upon the occurrence and during the continuance of an Event of Default the outstanding principal amount of the Revolving Credit Loans (excluding any defaulted payment of principal accruing interest in accordance with clause (c) below), shall, at the option of the Bank, bear interest payable on demand at a rate of 0interest 3% per annum in excess of the interest rate otherwise then in effect. (c) If the Company shall default in the payment of the principal of or interest on its unpaid principal the Revolving Credit Loan or any other amount becoming due hereunder, the Company shall pay interest on such defaulted amount accruing from the Closing Date date of such default (without reference to five days any period of grace) up to and including the date of actual payment (after the Maturity Date. This Note bears simple interest as well as before judgment) at the a rate of 203% per annum in excess of the interest rate otherwise in effect. (d) Anything in this Agreement or in the Revolving Credit Note to the contrary notwithstanding, the obligation of the Company to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be paid to the Bank to the extent that the charging or receipt thereof would not be permissible under the law or laws applicable to the Bank limiting the rates of interest that may be charged or collected by the Bank. In each such event payments of interest required to be paid to the Bank shall be calculated at the highest rate permitted by applicable law until such time as the rates of interest required hereunder may lawfully be charged and collected by the Bank. If the provisions of this Agreement or the Revolving Credit Note would at any time otherwise require payment by the Company to the Bank of any amount of interest in excess of the maximum amount then permitted by applicable law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after interest payments to the Maturity Date until Bank shall be reduced to the actual date extent necessary so that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance Bank shall not receive interest in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part excess of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)such maximum amount. (be) All payments of principal Interest on the Revolving Credit Loan shall be payable in arrears on each Interest Payment Date and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will shall be calculated on the basis of a 360-day year of 360 days and will shall be computed payable for the actual number days elapsed. Any rate of days elapsed interest on the Revolving Credit Loans or other Obligations which is computed on the basis of the Prime Rate shall change when and as the Prime Rate changes in accordance with the definition thereof. Each determination by the Bank of an interest rate or fee hereunder shall, absent manifest error, be conclusive and binding for all purposes. (f) Notwithstanding any other provision in this Agreement, in the period event that it becomes unlawful for which interest the Bank to honor its obligation to make or maintain LIBOR Loans or the Bank is charged. If any payment unable to make or maintain LIBOR Loans hereunder, then the Bank shall promptly notify the Company thereof and (a) the commitment of interest the Bank to make and to continue LIBOR Loans shall forthwith be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on cancelled for the next succeeding business day and such extension of time will be included in computing the interest due in respect duration of such paymentillegality and (b) the Loans then outstanding as LIBOR Loans shall be converted automatically to Prime Rate Loans within such earlier period as may be required by law.

Interest Rate. (a) This Note bears The outstanding principal balance hereof shall bear simple interest at the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate lesser of 20% twelve percent per annum (12%) or the highest lawful rate permitted by law, whichever is less) law (the “Default "Regular Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below"), computed daily on the basis of a 360 day year consisting of twelve 30-day months for each day all or (iii) Lender electing in its sole discretion to convert any part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash)principal balance hereof shall remain outstanding. (b) All payments agreements between Maker and Payee, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of principal and demand or acceleration of the Final Maturity Date (as defined in Section 4) or otherwise, shall the interest due under this Note must be made without deduction of any present and future taxescontracted for, leviescharged, impostsreceived, deductions, charges paid or withholdings, which amounts must agreed to be paid by Company. Company will pay to Payee exceed the amounts necessary such that maximum amount permissible under the gross amount laws of the principal and interest received by Lender is not less than that required by this NoteState of New York (hereinafter the "Applicable Law"). If Company is required by law to deduct from any such amounts from or in respect of any principal or circumstance whatsoever, interest payment under this Note, then (i) the sum would otherwise be payable to Lender will Payee in excess of the maximum ------------------------------------------------------------------------------ FIRST AMENDED SENIOR SECURED PROMISSORY NOTE, PAGE 1 amount permissible under the Applicable Law, the interest payable to Payee shall be increased as may be necessary so that after making all required deductions (including deductions applicable reduced to additional sums payable the maximum amount permissible under this provision) Lender receives the Applicable Law, and if from any circumstance Payee shall ever receive anything of value deemed interest by the Applicable Law in excess of the maximum amount permissible under the Applicable Law, an amount equal to the sum it would have received had no deductions been madeexcessive interest shall be applied to the reduction of the principal hereof and not to the payment of interest, (ii) Company will make or if such deductionsexcessive amount of interest exceeds the unpaid balance of principal hereof, such excess shall be refunded to Maker. All interest paid or agreed to be paid to Payee shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and (iii) Company will pay spread throughout the full amount deducted to period (including any renewal or extension) until payment in full of the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated on the basis of a 360-day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing principal so that the interest due hereon for such full period shall not exceed the maximum amount permissible under the Applicable Law. Payee expressly disavows any intent to contract for, charge or receive interest in respect of such paymentan amount which exceeds the maximum amount permissible under the Applicable Law. This paragraph shall control all agreements between Maker and Payee.

Interest Rate. (a) This Note bears simple interest at Subject to the rate further provisions of 0% per annum on its unpaid principal amount from this Section 3, the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after day to day outstanding which is not past due shall bear interest at a rate per annum equal to the Maturity Date until the actual date that the entire Note Balance is satisfied (either by lesser of (i) Company paying the entire Note Balance in cash, Maximum Rate (hereinafter defined) or (ii) Lender electing the Stated Rate (hereinafter defined) computed on the Annual Basis (hereinafter defined). The term "Stated Rate" as used in its sole discretion this Note means the following: A floating rate equal to convert 225 basis points above the entire Note Balance into Conversion Shares "Variable Adjusted LIBOR Rate", adjusted daily. Prior to commencement of the Term Phase, Maker will be required to execute an Interest Rate Swap Protection Agreement to hedge the risk of variable interest rate volatility or fluctuations of interest rates, which Agreement shall be in form and content acceptable to Lender. Interest shall be computed based upon the actual number of days the Loan is outstanding and as if each year were composed of 360 days. For purposes of this Note, the "LIBOR Rate" for a particular day shall be the interest rate as published in the final New York edition of THE WALL STREET JOURNAL as the appropriate London InterBank Offered Rate (as defined below), or (iiiLIBOR) Lender electing for such particular day for a non-domestic certificate of deposit in its sole discretion an amount approximately equal to convert part the amount of the Note Balance into Conversion Shares having a term of thirty (30) days, or if THE WALL STREET JOURNAL is not published on any such date, then as published therein for the immediately preceding business day provided, however, that in the event that THE WALL STREET JOURNAL is not published, or does not report the London InterBank Offered Rate, for three consecutive business days, then the "LIBOR Rate" shall be deemed to the interest rate which it would be necessary for Lender to pay in connection with a sale by Lender, if possible, of a certificate of deposit for a non-domestic deposit in an amount approximately equal to the amount of the Note and Company paying having a term of thirty (30) days. The "Variable Adjusted LIBOR Rate" for a particular day shall be equal to the entire remaining Note Balance in cash). quotient of (1) the LIBOR Rate divided by (2) the difference of (a) one minus (b) All payments the maximum rate (expressed as a decimal) of principal and interest due under this Note must be made all reserve requirements (including, without deduction of limitation, any present and future taxesmarginal, leviesemergency, impostssupplemental, deductions, charges special or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount other reserves) applicable from time to time to any member bank of the principal Federal Reserve System, in respect to Eurocurrency liabilities as specified in Regulation D (or any successor category of liabilities under Regulation D). The computation of the Variable Adjusted LIBOR Rate shall also include such adjustments as may be necessary in respect to impositions on Lender for Federal Deposit Insurance Corporation insurance and other insurance, fees, assessments and surcharges which occur because of Lender's sale of a certificate of deposit which would establish the LIBOR Rate or for insuring time deposits. The LIBOR Rate used in determining the Variable Adjusted LIBOR Rate for a particular day shall be the LIBOR Rate for such day if the interest received by Lender rate is published in THE WALL STREET JOURNAL as specified above, and otherwise shall be the LIBOR Rate which is two "business days" prior to the date of determination, or if such day is not less than that required by this Notea business day, then the next preceding business day. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Notea Variable Rate applies, then (i) the sum payable Stated Rate shall, unless otherwise specified herein and subject to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, clause (ii) Company will make following, change with each change in such deductionsVariable Rate as of the date of any such change, without notice, subject always to the limitations set out in this Section 3; and (iiiii) Company will pay if on any day the Variable Rate shall exceed the maximum permitted by application of the Maximum Rate in effect on that day, the Variable Rate shall be limited to, but shall remain at and vary with, the maximum permitted by application of the Maximum Rate on that day and on each day thereafter until the total amount of interest accrued at the Variable Rate on the unpaid balance of this Note equals the total amount of interest which would have accrued if there were no limitation by the Maximum Rate, or until the earlier payment in full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, . The interest will be calculated on the basis of a 360-day year and will be computed for the actual number of days elapsed in the period for which interest rate charged hereunder is chargedauthorized by FLORIDA STATUTES ss. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such payment687.12 (1997).

Interest Rate. (a) This Note bears simple Each Component of the Loan shall accrue interest throughout the Term at the rate Interest Rate applicable to such Component during each Interest Period. The total interest accrued under the Loan shall be the sum of 0% per annum the interest accrued on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal outstanding balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part each of the Note Balance into Conversion Shares and Company paying Components. Borrower shall pay to Lender on each Monthly Payment Date the entire remaining Note Balance in cash)interest accrued or to be accrued on the Loan for the related Interest Period. (b) All payments Subject to the terms and conditions hereof, the Loan shall be a LIBOR Loan. In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of principal circumstances affecting the interbank Eurodollar market, adequate and interest due under this Note must reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the next succeeding Interest Determination Date. If such notice is given, the Loan shall be made without deduction of any present and future taxesconverted, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount as of the principal and interest received by Lender is not less than that required by first day of the next succeeding Interest Period, to a Prime Rate Loan. Notwithstanding any provision of this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal Agreement to the sum it would contrary, in no event shall Borrower have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted right to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesconvert a LIBOR Loan to a Prime Rate Loan. (c) Throughout If, pursuant to the term terms hereof, the Loan has been converted to a Prime Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice by telephone of this Notesuch determination, interest will be calculated on the basis of a 360-confirmed in writing, to Borrower at least one (1) day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest prior to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business Interest Determination Date. If such notice is given, the Loan shall be converted, as of the first day of the next succeeding Interest Period, to a LIBOR Loan. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a Prime Rate Loan to a LIBOR Loan. (d) If the adoption of any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make or maintain a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the first day of the next succeeding Interest Period, or upon such extension earlier date as may be required by law. Borrower hereby agrees to promptly pay to Lender, upon demand, any additional amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion in accordance with this Agreement, including without limitation, any interest or fees payable by Lender to lenders of time will be included funds obtained by it in computing order to make or maintain the interest due in respect LIBOR Loan hereunder. Lender’s notice of such paymentcosts, as certified to Borrower, shall be conclusive absent manifest error.

Interest Rate. (a) This Note bears Except as otherwise described herein, simple interest at the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default RateInterest”) shall be charged on any unpaid principal balance of this Note the outstanding Principal Amount from five business days after the Maturity Date date hereof until the actual date that payment in full of the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below)outstanding Principal Amount, or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance has otherwise been converted in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal full pursuant to the sum it would have received had no deductions been madeterms hereof, at a rate of twelve percent (ii12%) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawper annum. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will The Interest shall be calculated computed on the basis of a 360three hundred sixty-five (365) day year and will be computed year, for the actual number of days elapsed elapsed. Interest accrued hereunder shall be payable quarterly, in arrears, on the last day of each March, June, September and December, beginning on December 31, 2012, and on the Maturity Date. - 1 - 1.2 Repayment and Optional Prepayment of Principal. (a) This Note matures on October 31, 2014 (the “Maturity Date”), and the entire principal balance hereof then outstanding, together with all accrued and unpaid interest on this Note, shall become due and payable on the Maturity Date. (b) Upon at least ten (10) Business Day’s prior written notice, the Company may, at its option, prepay the outstanding principal of this Note, in whole or in part, without premium or penalty, at any time and from time to time prior to the Maturity Date. Following the receipt of such notice but before the prepayment date stated therein, the Holder shall have, at its option, the right to convert this Note in accordance with the terms hereof. Each such prepayment shall be accompanied by accrued and unpaid interest on the principal portion so prepaid, to but not including the date of prepayment. The term “Business Day,” as used in this Note, shall mean each day other than a Saturday, Sunday, legal holiday or other day on which commercial banks in New York, New York are required or authorized to be closed by law or executive order. (c) Any payments made by the Company hereunder, whether at maturity, acceleration or in the period for which interest is chargedcase of a prepayment, shall be made to all holders of the Q4 2012 Notes pro rata based on the outstanding principal amounts thereunder. If any holder of a Q4 2012 Note has payment made to it pursuant to its note in a greater proportion than that received by any other holder, then such holder agrees to pay such greater proportion to the other holders so that each holder of interest the Q4 2012 Notes will receive its ratable portion of the aggregate payments received by all holders pursuant to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such paymenttheir Q4 2012 Notes.

Interest Rate. Except as otherwise provided below in this ss.1.5C, interest on the Facility Two Term Loans will be payable at the Floating Rate, with a change in such rate of interest to become effective on each day when a change in the Prime Rate becomes effective. Subject to the conditions set forth herein, the Borrower may elect that all or any portion of any Facility Two Term Loan to be made under ss.1.5A will be made as a LIBOR Loan, that all or any portion of any Facility Two Term Loan which is a Floating Rate Loan (abut not all or any portion of the Facility Two COF Loan, if any) This Note bears simple will be converted to a LIBOR Loan and/or that any Facility Two Term Loan which is a LIBOR Loan will be continued at the expiration of the Interest Period applicable thereto as a new LIBOR Loan. Such election shall be made by the Borrower giving to the Bank a written or telephonic notice received by the Bank within the time period and containing the information described in the next following sentence (a `Facility Two Fixed Rate Borrowing Notice'). The Facility Two Fixed Rate Borrowing Notice must be received by the Bank no later than 10:00 a.m. (Boston time) on that day which is two Business Days prior to the date of the proposed borrowing, conversion or continuation, as the case may be, and must specify the amount of the LIBOR Loan requested (which shall be $500,000 or an integral multiple thereof), must identify the particular Facility Two Term Loan or Loans so to be made, converted or continued, as the case may be, and must specify the proposed commencement date of the relevant Interest Period. Notwithstanding anything provided elsewhere in this letter agreement, the Borrower may not elect to have any installment of a Facility Two Term Loan included in a LIBOR Loan if the Interest Period applicable thereto would continue after the due date of such installment. Any Facility Two Fixed Rate Borrowing Notice shall, upon receipt by the Bank, become irrevocable and binding on the Borrower, and the Borrower shall, upon demand and receipt of a Bank Certificate with respect thereto, forthwith indemnify the Bank against any loss or expense incurred by the Bank as a result of any failure by the Borrower to borrow any Facility Two Term Loan requested as a LIBOR Loan, including, without limitation, any loss or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Bank to fund or maintain such LIBOR Loan. At the expiration of each Interest Period applicable to a Facility Two Term Loan which is a LIBOR Loan, the principal amount of such LIBOR Loan may be continued as a new LIBOR Loan to the extent and on the terms and conditions contained in this letter agreement by delivery to the Bank of a new Facility Two Fixed Rate Borrowing Notice conforming to the requirements set forth above in this ss.1.5C (and any Facility Two Term Loan which is a LIBOR Loan not repaid and not so continued as a new LIBOR Loan will be deemed (subject to the provisions of the next following paragraph) to have been converted into a Floating Rate Loan). Notwithstanding any other provision of this letter agreement, the Bank need not make any such LIBOR Loan or allow any conversion of a Floating Rate Loan to such a LIBOR Loan at any time when there exists any Default or Event of Default. On March 31, 1998, the Borrower may convert to a Facility Two COF Loan all (but not less than all) of the Facility Two Terms Loans then outstanding. If the Borrower desires such conversion to a Facility Two COF Loan, it will notify the Bank of same not less than two Business Days prior to the proposed conversion and will request that the Bank offer with respect to such Facility Two Term Loans a rate of interest which shall be fixed (subject to adjustment as provided in this letter agreement) for the period commencing on the date of such conversion and ending on the final maturity date applicable to such Facility Two Term Loans (the `Facility Two Fixed Rate Period'). Following such request for a fixed rate, the Bank will endeavor to offer a proposed COF Interest Rate for the purposes of the Facility Two Term Loans at a rate determined as provided below and under conditions determined by the Bank in its sole discretion. The Borrower may elect to accept such offer in the manner and within the time period specified in such offer. Any such election shall be irrevocable on the part of the Borrower. Upon such election, the interest rate payable with respect to the outstanding Facility Two Term Loans shall be fixed (subject to adjustment as provided in this letter agreement) for the Facility Two Fixed Rate Period and at the rate communicated by the Bank as its proposed COF Interest Rate for the purposes of 0% the Facility Two Term Loans. Any proposed COF Interest Rate offered under this Section will be a rate per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, of (i) 1.75% per annum plus (ii) Company will make such deductionsthe COF Rate for the applicable Facility Two Fixed Rate Period (expressed as a per annum rate); provided, and (iii) Company will pay however, that the full amount deducted to COF Interest Rate for the relevant taxation authority or other authority purposes of the Facility Two Term Loans shall in accordance with no event exceed the maximum rate permitted by applicable law. Company will pay all stamp The COF Rate shall be determined by the Bank in its discretion for the purposes of any proposed COF Interest Rate offered under this Section. The Bank may base the COF Rate for the purpose of computing the proposed COF Interest Rate for the purposes of the Facility Two Term Loans on any (or any combination of) recognized sources of available funding for transactions of this type, including, but not limited to, the interbank market, the domestic and documentary taxesEuropean certificate of deposit market and sales of commercial paper. IfThe COF Rate for the purposes of this computation shall in any event include adjustments for the costs of maintaining reserves, notwithstanding insurance (including, without limitation, assessments by the foregoingFDIC), Lender pays such taxes, Company will reimburse Lender hedging and other costs which may be incurred by the Bank with respect to the applicable source or sources of funding, all as determined by the Bank in its discretion. The source or sources of funding utilized for the amount paidcomputation of the proposed rate shall be selected by the Bank at its sole discretion for offering to the Borrower, and the Borrower shall not have any claim against the Bank with respect to computation of any proposed COF Interest Rate for the purposes of the Facility Two Term Loans. Company will furnish Lender official tax receipts or other evidence If the Borrower is dissatisfied with any proposed COF Interest Rate for the purposes of payment the Facility Two Term Loans, the Borrower's sole remedy with respect thereto shall be not to accept such proposed COF Interest Rate for the purposes of all taxes. (c) Throughout the term of this NoteFacility Two Term Loans within the applicable time period, and thus to cause interest will be calculated on the basis of Facility Two Term Loans to be payable at the Floating Rate (subject to the Borrower's ability set forth elsewhere herein to obtain LIBOR Loans). Notwithstanding the foregoing provisions hereof, the Bank need not offer a 360-day year and will be computed proposed COF Interest Rate for the actual number purposes of days elapsed the Facility Two Term Loans for any period of time with respect to which the Bank, in its sole discretion, determines that there are no recognized sources of funding available to it for such time period or principal amount or that the period cost of funds with respect thereto would be unreasonably high or if there then exists any Default or Event of Default. Further, the Borrower may not convert into a Facility Two COF Loan any LIBOR Loan prior to the end of the Interest Period applicable to such LIBOR Loan. Any request for which interest is charged. If a Fixed Rate Loan with respect to Facility Two Term Loans and any payment election to convert all or any portion of interest the Facility Two Term Loans to be made by Company under this Note becomes due on a day which is not a business day, such payment must Fixed Rate Loan may be made on behalf of the next succeeding business day and Borrower only by a duly authorized officer; provided, however, that the Bank may conclusively rely upon any written or facsimile communication received from any individual whom the Bank believes in good faith to be such extension of time will be included in computing the interest due in respect of such paymenta duly authorized officer.

Interest Rate. (a) This Note bears simple interest at Interest on the rate of 0% per annum Notes shall be payable quarterly in arrears on its unpaid principal amount from the Closing each Interest Payment Date to five days after Holders of record on the Maturity Record Date immediately preceding such Interest Payment Date. This Note bears simple interest Interest on the Notes shall accrue at the a rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Interest Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date equal to LIBOR minus one and one-quarter percentage point (1.25%) per annum; provided, however, that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must Interest Rate shall at no time be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Notefour percent (4%) per annum nor greater than five and one half percent (5.5%) per annum. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender Interest will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months. The applicable Interest Rate in respect of the Notes shall be determined for each quarterly interest period on the last Trading Day of the immediately preceding quarterly period; provided that the initial Interest Rate shall be determined on April 4, 2007. Interest on the Notes shall accrue from the most recent date to which interest has been paid, or if no interest has been paid, from April 5, 2007 until the principal amount of the Notes is paid or duly made available for payment. (b) If prior to any Interest Payment Date, Additional Interest has accrued under the Registration Rights Agreement and will not theretofore been paid in full, any such Additional Interest shall be computed due and payable on such Interest Payment Date, and shall be included in interest payable on such Interest Payment Date and shall be paid in the manner provided for herein for the actual number of days elapsed in the period for which interest is charged. If any payment of Interest Payments. (c) Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note is registered at the close of business on the Record Date for such interest to at the office or agency of the Company maintained for such purpose. Each installment of interest on any Note shall be made by Company under this Note becomes due check mailed to the address of the Holder specified in the register of Notes; provided, however, that, in respect of any Holder with an aggregate principal amount of Notes in excess of $2,000,000, at the request of such Holder in writing to the Company, interest on such Xxxxxx’s Notes shall be paid by wire transfer in immediately available funds in accordance with the written wire transfer instruction supplied by such Holder from time to time to the Trustee and Paying Agent (if different from the Trustee) at least ten (10) days prior to the applicable Interest Payment Date. In the case of a day which is not a business daypermanent Global Note, such payment must be made interest payable on the next succeeding business day and such extension of time any Interest Payment Date will be included paid to the Depositary, in computing respect of that portion of such permanent Global Note held for its account by Cede & Co. for the purpose of permitting such party to credit the interest due received by it in respect of such paymentpermanent Global Note to the accounts of the beneficial owners thereof.

Interest Rate. (a) This The outstanding principal of this Note bears simple shall bear interest at the rate of 0% ten and a quarter percent (10.25%) per annum annum. Interest shall accrue on its unpaid the outstanding principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days and after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will shall be calculated on the basis of a 360365-day year and will year. MAXIMUM INTEREST. In no event whatsoever shall the amount paid, or agreed to be computed paid, to Holder for the actual number use, forbearance or detention of days elapsed in money loaned hereunder or for the period for which performance or payment of any covenant or obligation contained herein, as interest is chargedor otherwise, exceed the maximum amount permissible under applicable law. If under any circumstance fulfillment of any covenant or obligation hereunder exceeds the limit of validity prescribed by law, then, IPSO FACTO, the obligation to be fulfilled shall be reduced to the limit of such validity, and if under any circumstance Holder shall ever receive as interest under this Note or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the unpaid principal hereof and not to the payment of interest or, if such amount that would be excessive interest exceeds the unpaid principal hereof, the amount thereof in excess of the unpaid principal hereof shall be refunded to Maker. Nothing contained in this paragraph shall limit or restrict Maker's covenants and obligations under the provisions of CONVERSION RIGHT, STOCK PAYMENT RIGHT, DIVIDENDS/DISTRIBUTIONS, or ADJUSTMENT EVENTS below. MATURITY DATE/PAYMENT. All unpaid principal of this Note, together with all accrued and unpaid interest, shall be due on March 31, 1996 ("Stated Maturity Date"). Any payment with respect to this Note shall be applied first to the payment of attorneys fees and costs and expenses of collection, if any, then to accrued and unpaid interest, and then to unpaid principal. All payments of principal and interest are to be made to Holder at K.A. Steel Chemicals Inc., 0000 Xxxx Xxxxxx, Xxxxxx, XX 00000, Attn: Xxxxxxx X. Steel, or such other address as Holder may specify to be the Place of Payment by Company notice given to Maker as provided below under NOTICES (the "Place of Payment"), and, except as expressly provided below under STOCK PAYMENT RIGHT, all payments of principal and interest are to be made in lawful money of the United States of America. All principal, interest and other amounts payable under this Note becomes due on a day which is not a business day, that remain unpaid after the Stated Maturity Date shall bear interest from such payment must be made on date until paid at the next succeeding business day and such extension of time will be included in computing the interest due in respect of such paymentrate specified above under INTEREST XXXX.

Interest Rate. (a) This Note bears simple So long as no monetary Default has occurred and is continuing, Borrowers shall pay Lender interest at on the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid outstanding principal balance of this Note from five business days after the Maturity Date until Revolving Loan at the actual date that Prime Rate plus the entire Note Balance is satisfied (either by (i) Company paying Applicable Margin or at LIBOR plus the entire Note Balance in cashApplicable Margin. At the election of Lender, (ii) Lender electing in its sole discretion to convert discretion, from and after the entire Note Balance into Conversion Shares (as defined below)occurrence of a monetary Default until such monetary Default is cured or waived, or (iii) Borrowers shall pay Lender electing in its sole discretion to convert part interest on the Revolving Loan and Term Loan at the Default Rate on overdue principal from the date of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxesDefault until waived, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount cured and/or paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout Interest shall be based on the term of this Note, interest will average daily outstanding loans for each month and shall be calculated computed on the basis of a 360-day year of 360 days and will actual days elapsed and shall be computed payable as provided in Section 4.2 of this Agreement. Any change in the Prime Rate shall be effective as of the effective date stated in the announcement by the Lender of such change. In no contingency or event whatsoever shall the rate of interest paid by Borrowers under this Agreement or any of the Ancillary Agreements exceed the maximum amount permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that Lender has received interest hereunder in excess of the maximum rate permitted by any such law, (i) Lender shall apply the excess amount of interest paid by Borrowers to any unpaid principal owed by Borrowers to Lender or, if the amount of such excess exceeds the unpaid balance of such principal, Lender shall promptly refund such excess interest to Borrowers, and (ii) the provisions hereof shall be deemed amended to provide for such permissible rate. All sums paid, or agreed to be paid, by Borrowers which are, or hereafter may be construed to be, compensation for the actual number use, forbearance or detention of days elapsed money shall, to the extent permitted by applicable law, be amortized, prorated, spread and allocated throughout the full term of all such indebtedness until the indebtedness is paid in the period for which interest is charged. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such paymentfull.

Interest Rate. (a) This Note bears simple The Notes shall bear interest at (computed on the rate basis of 0% per annum actual days elapsed in a three hundred sixty-five (365) day year) on its the unpaid principal amount balance thereof from the Closing date of issuance at a floating rate equal to the Adjusted SOFR Rate from time to time applicable to the Notes, payable quarterly on each Payment Date and at maturity, until the unpaid principal balance thereof shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and, to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate extent permitted by law, whichever is less) (at the “applicable Default Rate”) Rate on overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any unpaid principal balance overdue payment of this Note from five business days after the Maturity Date any applicable Prepayment Settlement Amount and Breakage Amount until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash).paid. BLUE OWL TECHNOLOGY INCOME CORP. NOTE PURCHASE AGREEMENT (b) All payments For each Floating Interest Period, the Adjusted SOFR Rate applicable to the Notes shall be determined by the Investment Advisor on the Floating Interest Rate Determination Date, and notice of principal the Adjusted SOFR Rate shall be given to the holders of the Notes on such day, together with a copy of the relevant screen used for the determination of SOFR, a calculation of the Adjusted SOFR Rate for such Floating Interest Period in reasonable detail, the number of days in such Floating Interest Period and the date on which interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must for such Floating Interest Period will be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable lawSection 1.3(a) hereof. Company will pay all stamp and documentary taxes. IfIn the event that the Required Holders do not concur with any such determination by the Investment Advisor, notwithstanding within ten (10) Business Days after receipt by the foregoingholders of a notice delivered by the Investment Advisor pursuant to the immediately preceding sentence, Lender pays such taxesholders shall provide notice to the Company, Company will reimburse Lender together with a copy of the relevant screen used for the determination of SOFR, a calculation of the Adjusted SOFR Rate for such Floating Interest Period in reasonable detail, the number of days in such Floating Interest Period, the date on which interest for such Floating Interest Period will be paid in accordance with Section 1.3(a) hereof and the amount paid. of interest to be paid to each holder of Notes on such date, and any such determination made in accordance with the provisions of this Agreement by the Required Holders shall be binding upon the Company will furnish Lender official tax receipts or other evidence of payment of all taxesabsent manifest error. (c) Throughout Notwithstanding anything to the term contrary contained in this Agreement, the rate of this Note, interest applicable to the unpaid principal balance of the Notes will in no event be calculated on higher than the basis maximum rate of a 360-day year and will be computed for interest permitted by applicable law (the actual number of days elapsed in the period for which interest is charged“Maximum Rate”). If a holder shall receive any payment of interest on any Note in an amount that exceeds the Maximum Rate, the excess interest shall be applied to be made the unpaid principal of the applicable Note or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the interest paid on any Note exceeds the Maximum Rate, the Required Holders may, to the extent permitted by Company under this Note becomes due on a day which applicable law, (i) characterize any payment that is not a business dayprincipal on such Note as an expense, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect fee or premium rather than interest, (ii) exclude voluntary prepayments of such paymentNote and the effects thereof and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest on such Note throughout the contemplated term of the obligations hereunder.

Interest Rate. (a) This Note bears simple Except as otherwise provided below in this [Section]1.4, interest on the Term Loans will be payable at the a fluctuating rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less"Floating Rate") (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must which shall at all times be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, of (i) one-quarter of one percent (0.25%) plus (ii) Company Prime Rate as in effect from time to time (but in no event in excess of the maximum rate permitted by then applicable law), with a change in such rate of interest to become effective on each day when a change in the Prime Rate becomes effective. Subject to the conditions set forth herein, the Borrower may elect that all or any portion of any Term Loan to be made under [Section]1.2 will make such deductionsbe made as a LIBOR Loan, that all or any portion of any Floating Rate Loan (but not any COF Loan) will be converted to a LIBOR Loan and/or that any LIBOR Loan will be continued at the expiration of the Interest Period applicable thereto as a new LIBOR Loan. Such election shall be made by the Borrower giving to the Bank a written or telephonic notice received by the Bank within the time period and containing the information described in the next following sentence (a "Fixed Rate Borrowing Notice"). The Fixed Rate Borrowing Notice must be received by the Bank no later than 10:00 a.m. (Boston time) on that day which is two Business Days prior to the date of the proposed borrowing, conversion or continuation, as the case may be, and must specify the amount of the LIBOR Loan requested (iii) Company will pay which shall be $500,000 or an integral multiple thereof), must identify the full particular Term Loan or Loans so to be made, converted or continued, as the case may be, and must specify the proposed commencement date of the relevant Interest Period. Notwithstanding anything provided elsewhere in this letter agreement, the Borrower may not elect to have any installment of a Term Loan included in a LIBOR Loan if the Interest Period applicable thereto would continue after the due date of such installment. Any Fixed Rate Borrowing Notice shall, upon receipt by the Bank, become irrevocable and binding on the Borrower, and the Borrower shall, upon demand and receipt of a Bank Certificate with respect thereto, forthwith indemnify the Bank against any loss or expense incurred by the Bank as a result of any failure by the Borrower to obtain or maintain any requested LIBOR Loan, including, without limitation, any loss or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Bank to fund or maintain such LIBOR Loan. At the expiration of each Interest Period applicable to a LIBOR Loan, the principal amount deducted of such LIBOR Loan may be continued as a new LIBOR Loan to the relevant taxation authority extent and on the terms and conditions contained in this letter agreement by delivery to the Bank of a new Fixed Rate Borrowing Notice conforming to the requirements set forth above in this [Section]1.4 (and any LIBOR Loan not repaid and not so continued as a new LIBOR Loan will be deemed (subject to the provisions of the next following paragraph) to have been converted into a Floating Rate Loan). Notwithstanding any other provision of this letter agreement, the Bank need not make any LIBOR Loan or other authority allow any conversion of a Floating Rate Loan to a LIBOR Loan at any time when there exists any Default or Event of Default. On each of March 31, 1997, June 30, 1997, September 30, 1997 and December 31, 1997, the Borrower may convert to a COF Loan all (but not less than all) of the Terms Loans then outstanding and not already subject to a COF Interest Rate. If the Borrower desires such conversion to a COF Loan, it will notify the Bank of same not less than two Business Days prior to the proposed conversion and will request that the Bank offer with respect to such Term Loans a rate of interest which shall be fixed (subject to adjustment as provided in accordance this letter agreement) for the period commencing on the date of such conversion and ending on the final maturity date applicable to such Term Loans (the "Fixed Rate Period"). Following such request for a fixed rate, the Bank will endeavor to offer a proposed COF Interest Rate at a rate determined as provided below and under conditions determined by the Bank in its sole discretion. The Borrower may elect to accept such offer in the manner and within the time period specified in such offer. Any such election shall be irrevocable on the part of the Borrower. Upon such election, the interest rate payable with respect to the outstanding Term Loans shall be fixed (subject to adjustment as provided in this letter agreement) for the Fixed Rate Period and at the rate communicated by the Bank as its proposed COF Interest Rate. Any proposed COF Interest Rate offered under this Section will be a rate per annum equal to the sum of (i) 2.0% per annum plus (ii) the COF Rate for the applicable Fixed Rate Period (expressed as a per annum rate); provided, however, that the COF Interest Rate shall in no event exceed the maximum rate permitted by applicable law. Company will pay all stamp The COF Rate shall be determined by the Bank in its discretion for the purposes of any proposed COF Interest Rate offered under this Section. The Bank may base the COF Rate for the purpose of computing the proposed COF Interest Rate on any (or any combination of) recognized sources of available funding for transactions of this type, including, but not limited to, the interbank market, the domestic and documentary taxesEuropean certificate of deposit market and sales of commercial paper. IfThe COF Rate for purposes of this computation shall in any event include adjustments for the costs of maintaining reserves, notwithstanding insurance (including, without limitation, assessments by the foregoingFDIC), Lender pays such taxes, Company will reimburse Lender hedging and other costs which may be incurred by the Bank with respect to the applicable source or sources of funding, all as determined by the Bank in its discretion. The source or sources of funding utilized for the amount paidcomputation of the proposed rate shall be selected by the Bank at its sole discretion for offering to the Borrower, and the Borrower shall not have any claim against the Bank with respect to computation of any proposed COF Interest Rate. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout If the term of this NoteBorrower is dissatisfied with any proposed COF Interest Rate, the Borrower's sole remedy with respect thereto shall be not to accept such proposed COF Interest Rate within the applicable time period, and thus to cause interest will be calculated on the basis of a 360-day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest Term Loans to be made by Company under this Note becomes due on payable at the Floating Rate (subject to the Borrower's ability set forth elsewhere herein to obtain LIBOR Loans). Notwithstanding the foregoing provisions hereof, the Bank need not offer a day proposed COF Interest Rate for any period of time with respect to which is the Bank, in its sole discretion, determines that there are no recognized sources of funding available to it for such time period or principal amount or that the cost of funds with respect thereto would be unreasonably high or if there then exists any Default or Event of Default. Further, the Borrower may not convert into a business day, COF Loan any LIBOR Loan prior to the end of the Interest Period applicable to such payment must LIBOR Loan. Any request for a Fixed Rate Loan and any election to convert all or any portion of the Term Loans to a Fixed Rate Loan may be made on behalf of the next succeeding business day and Borrower only by a duly authorized officer; provided, however, that the Bank may conclusively rely upon any written or facsimile communication received from any individual whom the Bank believes in good faith to be such extension of time will be included in computing the interest due in respect of such paymenta duly authorized officer.

Interest Rate. (a) This Note bears simple interest at the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, The Notes shall bear interest (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated computed on the basis of a 360-day year and will be computed actual days elapsed) on the unpaid principal thereof from the date of issuance at a floating rate equal to the Adjusted LIBOR Rate from time to time, payable quarterly on the last day of January, April, July and October and at maturity, commencing on July 31, 2003, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) (each such date being referred to herein as an "Interest Payment Date") and interest (so computed) on any overdue principal from the due date thereof (whether by acceleration or otherwise) at the Default Rate until paid. (ii) The Adjusted LIBOR Rate for the actual Notes shall be determined by the Obligors, and notice thereof shall be given to the holders of the Notes, within three Business Days after the beginning of each Interest Period, together with a copy of the relevant screen used for the determination of LIBOR, a calculation of Adjusted LIBOR Rate for such Interest Period, the number of days elapsed in such Interest Period, the period for date on which interest is charged. If any payment for such Interest Period will be paid and the amount of interest to be made paid to each holder of Notes on such date. In the event that the holders of more than 50% in aggregate principal amount of the outstanding Notes do not concur with such determination by Company under this Note becomes due on a day which is not a business daythe Obligors, within ten Business Days after receipt by such holders of the notice delivered by the Obligors pursuant to the immediately preceding sentence, such payment must be made holders of the Notes shall provide notice to the Obligors, together with a copy of the relevant screen used for the determination of LIBOR, a calculation of Adjusted LIBOR Rate for such Interest Period, the number of days in such Interest Period, the date on the next succeeding business day and which interest for such extension of time Interest Period will be included paid and the amount of interest to be paid to each holder of Notes on such date, and any such determination made in computing accordance with the interest due in respect provisions of such paymentthis Agreement, shall be presumptively correct absent manifest error.

Interest Rate. (a) This Note bears simple Except as otherwise provided below in this ss.1.5C, interest on the 1998 Term Loans will be payable at the a fluctuating rate of 0% per annum on its unpaid principal amount which shall at all times be equal to the Prime Rate as in effect from time to time (but in no event in excess of the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest maximum rate permitted by then applicable law), whichever with a change in such rate of interest to become effective on each day when a change in the Prime Rate becomes effective. Subject to the conditions set forth herein, the Borrower may elect that all or any portion of any 1998 Term Loan to be made under ss.1.5A will be made as a LIBOR Loan, that all or any portion of any 1998 Term Loan which is lessa Floating Rate Loan (but not any COF Loan) will be converted to a LIBOR Loan and/or that any 1998 Term Loan which is a LIBOR Loan will be continued at the expiration of the Interest Period applicable thereto as a new LIBOR Loan. Such election shall be made by the Borrower giving to the Bank a written or telephonic notice received by the Bank within the time period and containing the information described in the next following sentence (hereinafter, in this ss.1.5C, a "Fixed Rate Borrowing Notice"). The Fixed Rate Borrowing Notice must be received by the “Default Rate”Bank no later than 10:00 a.m. (Boston time) on any unpaid principal balance of this Note from five business days after that day which is two Business Days prior to the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares proposed borrowing, conversion or continuation, as the case may be, and Company paying must specify the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal LIBOR Loan requested (which shall be $500,000 or an integral multiple thereof), must identify the particular 1998 Term Loan or Loans so to be made, converted or continued, as the case may be, and interest received must specify the proposed commencement date of the relevant Interest Period. Notwithstanding anything provided elsewhere in this letter agreement, the Borrower may not elect to have any installment of a 1998 Term Loan included in a LIBOR Loan if the Interest Period applicable thereto would continue after the due date of such installment. Any Fixed Rate Borrowing Notice shall, upon receipt by Lender the Bank, become irrevocable and binding on the Borrower, and the Borrower shall, upon demand and receipt of a Bank Certificate with respect thereto, forthwith indemnify the Bank against any loss or expense incurred by the Bank as a result of any failure by the Borrower to obtain or maintain any requested 1998 Term Loan which is a LIBOR Loan, including, without limitation, any loss or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Bank to fund or maintain such LIBOR Loan. At the expiration of each Interest Period applicable to a 1998 Term Loan which is a LIBOR On each of March 31, 1998, June 30, 1998, September 30, 1998, December 31, 1998 and March 25, 1999, the Borrower may convert to a COF Loan all (but not less than that required by this Note. If Company is required by law all) of the 1998 Term Loans then outstanding and not already subject to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. Ifa COF Interest Rate; however, notwithstanding the foregoing, Lender pays no more than four (4) 1998 Terms Loans which are COF Loans may be outstanding at one time. If the Borrower desires such taxesconversion to a COF Loan, Company it will reimburse Lender notify the Bank of same not less than two Business Days prior to the proposed conversion and will request that the Bank offer with respect to such 1998 Term Loans a rate of interest which shall be fixed (subject to adjustment as provided in this letter agreement) for the amount paidperiod commencing on the date of such conversion and ending on the final maturity date applicable to such 1998 Term Loans (hereinafter, in this ss.1.5C, a "Fixed Rate Period"). Company Following such request for a fixed rate, the Bank will furnish Lender official tax receipts or other evidence endeavor to offer a proposed COF Interest Rate at a rate determined as provided below and under conditions determined by the Bank in its sole discretion. The Borrower may elect to accept such offer in the manner and within the time period specified in such offer. Any such election shall be irrevocable on the part of payment of all taxes. the Borrower. Upon such election, the interest rate payable with respect to the outstanding 1998 Term Loans shall be fixed (csubject to adjustment as provided in this letter agreement) Throughout for the term of Fixed Rate Period and at the rate communicated by the Bank as its proposed COF Interest Rate. Any proposed COF Interest Rate offered under this Note, interest Section will be calculated on a rate per annum equal to the basis sum of a 360-day year and will be computed (i) 1.75% per annum PLUS (ii) the COF Rate for the actual number applicable Fixed Rate Period (expressed as a per annum rate); provided, however, that the COF Interest Rate shall in no event exceed the maximum rate permitted by applicable law. The COF Rate shall be determined by the Bank in its discretion for the purposes of days elapsed in the period for which interest is charged. If any payment of interest to be made by Company proposed COF Interest Rate offered under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect of such payment.this

Interest Rate. (a) This Note bears simple The interest at rate with respect to the rate of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) Outstanding TIFIA Loan Balance (the “Default TIFIA Interest Rate”) shall be [___] percent ([__]%) per annum. Interest will be computed on the Outstanding TIFIA Loan Balance (as well as on any unpaid principal balance of this Note past due interest) from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated time-to-time on the basis of a 360365-day year and will be computed or 366-day year, as appropriate, for the actual number of days elapsed and will be compounded semi-annually; provided, however, in the period for event of a Payment Default, the Borrower shall pay interest on the Outstanding TIFIA Loan Balance from (and including) its due date to (but excluding) the date of actual payment at the Default Rate. Upon the occurrence of an Event of Default described in Section 20(a)(iii) (Development Default) or Section 20(a)(x) (Project Abandonment), the interest rate on the Outstanding TIFIA Loan Balance shall be the Default Rate and shall continue to bear interest at such rate until, (a) with respect to an Event of Default described in Section 20(a)(iii) (Development Default), such Development Default has been cured, or (b) with respect to an Event of Default described in Section 20(a)(x) (Project Abandonment), the Outstanding TIFIA Loan Balance has been irrevocably paid in full in cash. . The Outstanding TIFIA Loan Balance will be (i) increased on each occasion on which the TIFIA Lender disburses loan proceeds hereunder, by the amount of such disbursement of loan proceeds; (ii) increased on each occasion on which interest on the TIFIA Loan is charged. If any payment capitalized pursuant to the provisions of Section 9(b) (Capitalized Interest Period), by the amount of interest so capitalized; and (iii) decreased upon each payment or prepayment of the Outstanding TIFIA Loan Balance, by the amount of principal so paid. The TIFIA Lender may in its discretion at any time and from time-to-time, or when so requested by the Borrower, advise the Borrower by written notice of the amount of the Outstanding TIFIA Loan Balance as of the date of such notice, and its determination of such amount in any such notice shall be deemed conclusive absent manifest error. The TIFIA Lender is hereby authorized to be made modify the Loan Amortization Schedule included in Exhibit G from time-to-time, in accordance with the principles set forth [below in this clause (b)][in Exhibit N]70, to reflect (i) any change to the Outstanding TIFIA Loan Balance, (ii) any change to the date and amount of any principal or interest due and payable or to become due and payable by Company the Borrower under this Note becomes Agreement, and (iii) such other information as the TIFIA Lender may determine is necessary for administering the TIFIA Loan and this Agreement. Any calculations described above shall be rounded up to the nearest whole cent. Any partial prepayments of the Outstanding TIFIA Loan Balance pursuant to Section 10 (Prepayment) shall be applied in accordance with Section 10(c) (General Prepayment Instructions). [Any adjustments or revisions to the Loan Amortization Schedule as a result of changes in the Outstanding TIFIA Loan Balance other than prepayments shall be applied to reduce future payments due on a day which is not a business daythe TIFIA Bond in inverse order of maturity.]71 Absent manifest error, such payment must be made on the next succeeding business day and such extension of time will be included in computing the interest due in respect TIFIA Lender’s determination of such paymentmatters as set forth on Exhibit G shall be conclusive evidence thereof; provided, however, that neither the failure to make any such recordation nor any error in such recordation shall affect in any manner the Borrower’s obligations hereunder or under any other TIFIA Loan Document. The TIFIA Lender shall provide the Borrower with a copy of Exhibit G as revised, but no failure to provide or delay in providing the Borrower with such copy shall affect any of the obligations of the Borrower under this Agreement or the other TIFIA Loan Documents.

Interest Rate. (a) This Note bears simple The rate at which the Notes shall bear interest at the rate of 0shall be 6.500% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by lawannum, whichever is less) (the “Default Rate”) on any unpaid principal balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated computed on the basis of a 360-day year comprised of twelve 30-day months. The date from which interest shall accrue on the Notes shall be September 25, 2012, or the most recent Interest Payment Date to which interest has been paid or duly provided for. The “Interest Payment Dates” for the Notes shall be the 15th day of March, June, September and December of each year, commencing on December 15, 2012. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be computed paid, in immediately available funds, to the Persons in whose names the Notes is registered at the close of business on the Record Date for such interest, which shall be the close of business on the 1st day of March, June, September and December (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the respective Holders on such Record Date, and such defaulted interest may be paid to the Persons in whose names the Notes is registered at the close of business on a special record date for the actual number of days elapsed in the period for which interest is charged. If any payment of such defaulted interest to be made fixed by Company under this Note becomes due the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with requirements of any securities exchange on a day which is not a business daythe Notes may be listed, and upon such payment must notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of principal of and interest on, and any Additional Amounts with respect to, the Notes will be made on at the next succeeding business day Corporate Trust Office or such office or agency of the Issuer as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and such extension private debts; provided, however, that each installment of time will interest, and principal on, and any Additional Amounts with respect to, the Notes may at the Issuer’s option be included paid in computing immediately available funds by wire transfer to an account maintained by the interest due payee located in respect of such paymentthe United States.

Interest Rate. (a) This Note bears simple Any increase of the interest at the rate of 0% per annum on its unpaid principal amount resulting from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal balance operation of this Note from five clause shall terminate as of the close of business days after on the Maturity Date until date on which no Events of Default exist (subject to subsequent increases pursuant to this clause), provided, however, that nothing herein shall prevent subsequent increases of the actual date that interest rate to the entire Note Balance is satisfied (either Default Interest Rate upon any subsequent Defaults or Events of Default by (i) Company paying the entire Note Balance in cash, Company. (ii) Lender electing If an Event of Default of the type described in its sole discretion Section 6(a)(vi) has occurred, the aggregate principal amount of this Guaranteed Senior Secured Escrow Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto) shall become immediately due and payable without any action on the part of the Noteholder, and the Company shall immediately pay to convert the entire Note Balance into Conversion Shares (as defined below), or Noteholder all amounts due and payable hereunder. (iii) Lender electing in its sole discretion If any Event of Default has occurred (other than under Section 6(a)(vi)), the Noteholder may declare this Guaranteed Senior Secured Escrow Note to convert part be immediately due and payable and may demand immediate payment of the Note Balance into Conversion Shares Unpaid Principal Amount (together with all accrued and Company paying the entire remaining Note Balance in cashunpaid interest and all other amounts due and payable with respect thereto). (biv) All payments If any Event of principal Default or Default shall occur and interest due under this Note must be made without deduction continuing, the Holder of any present Guaranteed Senior Secured Escrow Note may proceed to protect and future taxesenforce its rights under the Guaranteed Senior Secured Escrow Note and the Securities Purchase Agreement by exercising such remedies as are available to such Holder in respect thereof, leviesunder applicable Law, impostswhether for specific performance of any covenant or other agreement contained in this Guaranteed Senior Secured Escrow Note or otherwise; no remedy is intended to be exclusive of any other remedy, deductions, charges and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from now or hereafter existing at Law or in respect of any principal equity or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted to the relevant taxation authority by statute or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesotherwise. (cv) Throughout If an Event of Default or Default shall occur and be continuing, payments by the term Company of this Note, amounts due to the Noteholder shall be made in the following order or priority: (A) all accrued unpaid past due interest will be calculated on the basis of a 360-day year and will be computed for Notes issued pursuant to the actual number of days elapsed in the period for which Securities Purchase Agreement; (B) all accrued unpaid interest is charged. If any payment of interest to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business day Notes issued pursuant to the Securities Purchase Agreement and such extension of time will be included in computing the interest Ancillary Agreements; (C) all accrued unpaid and past due in respect of such paymentamounts pursuant to the Securities Purchase Agreement and the Ancillary Agreements; (D) all other accrued unpaid amounts pursuant to the Securities Purchase Agreement and the Ancillary Agreements; and (E) the principal amount due under the Notes.

Interest Rate. All advances hereunder shall, unless the Company otherwise elects as hereinafter set forth, bear interest at the Prime Rate. The Company shall have the right at any time, on prior irrevocable written or telex notice to the Payee not later than 11:00 a.m., Nashville time, to convert any Prime Rate, Fixed Rate, or LIBOR Based Rate Loan into a Revolving Credit Loan of another type, or to continue any LIBOR Based Rate Loan for a Eurodollar Interest period or any Fixed Rate Loan for a Fixed Rate Interest Period (specifying in each case the interest Period to be applicable thereto), subject in each instance to the following: (a) This Note bears simple interest no LIBOR Based Rate Loan shall be converted at any time other than at the rate end of 0% per annum on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest Eurodollar Interest Period applicable thereto; (b) no Fixed Rate Loan shall be converted at any time other than at the rate end of 20% per annum the Fixed Rate Interest Period applicable thereto unless the Company also pays at the same time the prepayment penalty, if any, due hereunder as specified in the section on Prepayments; (c) each conversion shall be effected by applying the proceeds of the new LIBOR Based Rate, Fixed Rate, and/or Prime Rate Loan, as the case may be, to the Revolving Credit Loan (or portion thereof) being converted; and (d) the highest rate permitted by law, whichever is less) number of LIBOR Based Rate Loans and Fixed Rate Loans at any time outstanding shall not exceed an aggregate of five (the “Default Rate”) on any unpaid principal balance of 5). Each Fixed Rate Request and/or Eurodollar Rate Request shall be irrevocable and shall refer to this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by and specify (i) the identity and principal amount of the particular Revolving Credit Loan that the Company paying the entire Note Balance in cashrequests be converted or continued, (ii) Lender electing in its sole discretion to convert if such notice requests conversion, the entire Note Balance into Conversion Shares date of such conversion (as defined belowwhich shall be a Business Day for Fixed Rate Loans and a Eurodollar Business Day for LIBOR Based Rate Loans), or (iii) Lender electing in its sole discretion to convert part of the Note Balance into Conversion Shares and Company paying the entire remaining Note Balance in cash). (b) All payments of principal and interest due under this Note must be made without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount of the principal and interest received by Lender is not less than that required by this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal to the sum it would have received had no deductions been made, (ii) Company will make such deductions, and (iii) if a Revolving Credit Loan is to be converted to a LIBOR Based Rate Loan or a Fixed Rate Loan or a LIBOR Based Rate Loan or Fixed Rate Loan is to be continued, the Eurodollar or Fixed Rate Interest Period with respect thereto. In the event the Company shall not give notice to continue any LIBOR Based Rate or Fixed Rate Loan for a subsequent period, such Revolving Credit Loan (unless repaid) shall automatically be converted into a Prime Rate Loan. If the Company shall fail to specify in the request the type of borrowing or, in the case of a Fixed Rate Loan, the applicable Fixed Rate Interest Period, the Company will pay be deemed to have requested a Prime Rate Loan. If the full amount deducted Company shall fail to specify in any Eurodollar Rate Request the applicable Eurodollar Interest Period, the Company will be deemed to have selected a Eurodollar Interest Period of one (1) month's duration. Notwithstanding anything to the relevant taxation authority contrary contained above, if an Event of Default shall have occurred and be continuing, no LIBOR Based Rate or other authority Fixed Rate Loan may be continued and no Prime Rate Loan may be converted into a Fixed Rate or LIBOR Based Rate Loan. Interest Payments All payments hereunder shall be made in accordance lawful money of the United States of America, with applicable lawinterest on the whole of said principal amount remaining from time to time unpaid from the date hereof at a LIBOR Based Rate, the Prime Rate or a Fixed Rate and as provided herein, until the principal hereof shall become due and payable (whether at maturity, on a date fixed for prepayment, by acceleration or otherwise). Company will pay Interest shall be computed in all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxes. (c) Throughout the term of this Note, interest will be calculated cases on the basis of a 360-day year and will be computed for the actual number of days elapsed in the period for which interest is chargedelapsed. If Interest shall be payable as follows: with respect to any payment portion of interest to be made by Company under this Note becomes due on bearing interest at a day which is not LIBOR Based Rate (a business day"LIBOR Based Rate Loan"), such payment must interest shall be made payable on the next succeeding business last day and of each applicable Eurodollar Interest Period, unless such extension Eurodollar Interest Period exceeds three (3) months, in which event interest shall be payable with respect to the principal amount bearing interest at such LIBOR Based Rate on each Quarterly Payment Date occurring after the first day of time will be included in computing the interest due in respect Eurodollar Interest Period through the last day of such paymentEurodollar Interest Period, and on the last day of each Eurodollar Interest Period; with respect to any portion of this Note bearing interest at the Prime Rate (a "Prime Rate Loan"), interest shall be payable on each Quarterly Payment Date; with respect to any portion of this Note bearing interest at a Fixed Rate (a "Fixed Rate Loan"), interest shall be payable on each Quarterly Payment Date and on the last day of each Fixed Rate Interest Period, in each case commencing on the first such date following the making of such loan.

Interest Rate. (a) This Note bears simple Each Component of the Loan shall accrue interest throughout the Term at the rate Interest Rate applicable to such Component during each Interest Period. The total interest accrued under the Loan shall be the sum of 0% per annum the interest accrued on its unpaid principal amount from the Closing Date to five days after the Maturity Date. This Note bears simple interest at the rate of 20% per annum (or the highest rate permitted by law, whichever is less) (the “Default Rate”) on any unpaid principal outstanding balance of this Note from five business days after the Maturity Date until the actual date that the entire Note Balance is satisfied (either by (i) Company paying the entire Note Balance in cash, (ii) Lender electing in its sole discretion to convert the entire Note Balance into Conversion Shares (as defined below), or (iii) Lender electing in its sole discretion to convert part each of the Note Balance into Conversion Shares and Company paying Components. Borrower shall pay to Lender on each Monthly Payment Date the entire remaining Note Balance in cash)interest accrued or to be accrued on the Loan for the related Interest Period. (b) All payments Subject to the terms and conditions hereof, the Loan shall be a LIBOR Loan. In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of principal circumstances affecting the interbank Eurodollar market, adequate and interest due under this Note must reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the next succeeding Interest Determination Date. If such notice is given, the Loan shall be made without deduction of any present and future taxesconverted, levies, imposts, deductions, charges or withholdings, which amounts must be paid by Company. Company will pay the amounts necessary such that the gross amount as of the principal and interest received by Lender is not less than that required by first day of the next succeeding Interest Period, to a Prime Rate Loan. Notwithstanding any provision of this Note. If Company is required by law to deduct any such amounts from or in respect of any principal or interest payment under this Note, then (i) the sum payable to Lender will be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Lender receives an amount equal Agreement to the sum it would contrary, in no event shall Borrower have received had no deductions been made, (ii) Company will make such deductions, and (iii) Company will pay the full amount deducted right to the relevant taxation authority or other authority in accordance with applicable law. Company will pay all stamp and documentary taxes. If, notwithstanding the foregoing, Lender pays such taxes, Company will reimburse Lender for the amount paid. Company will furnish Lender official tax receipts or other evidence of payment of all taxesconvert a LIBOR Loan to a Prime Rate Loan. (c) Throughout If, pursuant to the term terms hereof, the Loan has been converted to a Prime Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice by telephone of this Notesuch determination, interest will be calculated on the basis of a 360-confirmed in writing, to Borrower at least one (1) day year and will be computed for the actual number of days elapsed in the period for which interest is charged. If any payment of interest prior to be made by Company under this Note becomes due on a day which is not a business day, such payment must be made on the next succeeding business Interest Determination Date. If such notice is given, the Loan shall be converted, as of the first day of the next succeeding Interest Period, to a LIBOR Loan. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a Prime Rate Loan to a LIBOR Loan. (d) If the adoption of any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make or maintain a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the first day of the next succeeding Interest Period, or upon such extension earlier date as may required by law. Borrower hereby agrees to promptly pay to Lender, upon demand, any additional amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion in accordance with this Agreement, including without limitation, any interest or fees payable by Lender to lenders of time will be included funds obtained by it in computing order to make or maintain the interest due in respect LIBOR Loan hereunder. Lender’s notice of such paymentcosts, as certified to Borrower, shall be conclusive absent manifest error.