Common use of Remedies Upon an Event of Default Clause in Contracts

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder may exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenses. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (c)-(k), if an demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest Interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMakers; provided, however, that upon the occurrence of an Event of Default described in Sections 2.1(j) or (k), the outstanding principal balance and accrued interest Interest hereunder shall be automatically due and payable. In addition, if an (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Optional Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if occurrence of an Event of Default shall have occurred and be continuingdescribed above, the Holder, in its sole and absolute discretion, may (a) demand that the entire principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause, or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note (including, if applicable, pursuant to Section 3.7 hereof), the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. No notice or other action of Holder shall be required in the case of an Event of Default set forth in Sections 2.1(h) or (i), and, in such event, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described (i) in Sections 2.1(j) or (k) above, the outstanding principal balance shall become immediately due and payable and (ii) in Sections 2.1(b)-(i) and (l) –(m) above, the Holder, in its sole and absolute discretion, may (a) demand the prepayment of this Note pursuant to Section 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest hereunder thereon shall be automatically due and payable. In addition, if an Event converted into shares of Default shall have occurred and be continuing, Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause, or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (b)-(i), if an demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if occurrence of an Event of Default shall have occurred and be continuingdescribed above, the Holder, in its sole and absolute discretion, may (a) demand the prepayment of this Note pursuant to Section 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause, or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) If an any Event of Default shall have has occurred and shall be is continuing, then, and in any such event, the Holder Agent may, acting upon the instruction of Holders collectively owed more than 50% of the aggregate principal amount outstanding under all Notes at such time, by notice to the Borrower, declare all outstanding principal of this Note may at any time at its option(and all accrued and unpaid Interest thereon, declare the entire unpaid including Cash Interest and PIK Interest) and all other amounts owing under this Note to be forthwith due and payable in cash, whereupon all outstanding principal balance of this Note, together with all interest such accrued hereon, and unpaid Interest and all such other amounts will become and be forthwith due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or noticefurther notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower; provided, the however, that if any Event of Default under Section 9.1(d) occurs, all outstanding principal balance of this Note, all accrued and accrued interest hereunder shall unpaid Interest thereon and all other amounts owing under this Note will automatically become and be automatically due and payable. In addition, if an Event without presentment, demand, protest, notice of Default shall have occurred and be continuingacceleration, the Holder may exercise notice of intent to accelerate or otherwise enforce any one or more notice of the Holder’s rightsany kind, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection all of its rights and may prosecute and enforce its claims against all assets and property of which are hereby expressly waived by the Borrower. For the avoidance of doubt, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus (and all accrued interest to and unpaid Interest thereon, including PIK Interest) will be paid no later than the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenses. No course of delay on day preceding the part fifth anniversary of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseIssue Date.

Remedies Upon an Event of Default. If an Event of Default shall have occurred occurs (other than an event with respect to the Borrower described in Sections 7.01(h) or 7.01(i)), and shall be continuing, the Holder of this Note may at any time thereafter during the continuance of such event, the Administrative Agent may, and at its optionthe request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times, and any other remedies available to the Administrative Agent under this Agreement: (i) terminate the Commitments (including the Letter of Credit Commitments), and thereupon the Commitments shall terminate immediately, and (ii) declare the entire unpaid Loans then outstanding to be due and payable in whole (or in part, in which case any principal balance not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of this Note, together with all interest accrued hereon, the Loans so declared to be due and payable, together with accrued interest thereon and thereuponall fees and other Obligations of the Borrower accrued hereunder and under the other Loan Documents, the same shall be accelerated and so become due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f)payable immediately, without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower; and in case of any event with respect to the Borrower described in Sections 7.01(h) or 7.01(i), the outstanding Commitments shall automatically terminate and the principal balance and of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall be automatically become due and payable. In addition, if an Event without presentment, demand, protest or other notice of Default shall have occurred and be continuingany kind, the Holder may exercise or otherwise enforce any one or more all of the Holder’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of which are hereby waived by the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenses. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuingcontinuing for more than thirty (30) consecutive days following the Company’s receipt of Payee’s notice describing in reasonable detail the occurrence of an Event of Default, the Holder Payee of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f(i) Sections 4(f) and (g), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerCompany, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing(ii) Sections 4(a) through (e), the Holder Payee may demand the prepayment of this Note pursuant to Section 6 hereof; or (b) exercise or otherwise enforce any one or more of the HolderPayee’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder Payee shall operate as a waiver thereof or otherwise prejudice the right of the HolderPayee. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding the foregoing, Payee agrees that its rights and remedies hereunder are limited to receipt of cash or shares of the Company’s equity securities in the amounts described herein.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) pursuant to Section 3.7(a) hereof, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, Note due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred payable and be continuing(ii) Sections 2.1 (b)-(i), the Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Sections 3.1 and 3.4 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for law. Upon the protection occurrence of its rights and may prosecute and enforce its claims against all assets and property an Event of Default, the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued Maker will pay interest to the Holder, payable on demand, on the outstanding principal balance of the Note from the date of payment plus reasonable expenses the Event of collection, including, without limitation, attorneys' the Default until such Event of Default is cured at the rate equal to the lesser of ten percent (10%) and experts' fees and expensesthe maximum applicable legal rate per annum. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (a)-(k), if an demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, : (a) declare all or a portion of the entire unpaid principal balance of this the Principal Amount and all Interest accrued but unpaid thereon of the Note, together with and all interest accrued hereonother amounts owing or payable hereunder or under any Transaction Document, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerCompany; provided, however, that upon the occurrence of an Event of Default described in (i) Section 2.1(d) or 2.1(e) (in the case of Section 2.1(e) upon the expiration of the 60-day period mentioned therein), the outstanding principal balance Principal Amount and all Interest accrued interest but unpaid in respect of this Note, and all other amounts owing or payable hereunder or under any Transaction Document, shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder may (ii) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, other Transaction Document or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance Principal Amount of this Note, together with all interest accrued hereon, due and payablepayable in cash, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerCompany, (b) demand that the Principal Amount of this Note then outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionconverted into shares of common stock, if an $0.0001 par value per share, of the Company (the “Common Stock”) at a Conversion Price (as defined in Section 3.2 below) per share calculated pursuant to Section 3.1(b) below, assuming that the date that the Event of Default occurs is the Conversion Date, and demand that all accrued and unpaid interest under this Note shall have occurred and be continuingconverted into shares of Common Stock in accordance with Section 3.2 hereof, the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in Sections 2.01(q) or (r), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.01 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.01 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Security Documents or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance Principal Amount of this Note, together with all interest accrued hereon, due and payablepayable in cash, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerCompany, (b) subject to Section 3.1(c) hereof, demand that the Principal Amount of this Note then outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionconverted into shares of Common Stock at a Conversion Price (as defined in Section 3.2 below) per share calculated pursuant to Section 3.1(b) below, if an assuming that the date that the Event of Default occurs is the Conversion Date, and demand that all accrued and unpaid interest under this Note shall have occurred and be continuingconverted into shares of Common Stock in accordance with Section 3.2 hereof, the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, other Transaction Documents or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (a)-(i), if an (l), (m) and (n), Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute law. In case of a default in the payment of any principal of or interest on a Note, the Maker will pay to the Holder such actions or proceedings in law or equity further amount as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled sufficient to receive from cover the Borrower, payment of cost and the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' reasonable attorney’s fees, expenses and experts' fees and expensesdisbursements. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, subject to the provisions of the Subordination Agreement dated as of February 18, 2003 between the Holder and Silicon Valley Bank, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; PROVIDED, HOWEVER, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (n) or (o), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (c)-(m), if an demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.2(a) hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Security Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) pursuant to Section 3.7(a) hereof, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, Note due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred payable and be continuing(ii) Sections 2.1 (b)-(i), the Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Sections 3.1 and 3.4 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the other Transaction Documents or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, upon delivery of written notice to the Maker, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described (i) in Sections 2.1(j) or (k) above, the outstanding principal balance and accrued interest hereunder shall be automatically immediately due and payable. In additionpayable without notice or demand of any kind, if an Event of Default shall have occurred (ii) in Sections 2.1(b)-(i) and be continuing(l) above, the Holder, in its sole and absolute discretion, may (a) demand the prepayment of this Note pursuant to Section 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that all or a portion of the principal amount of this Note then outstanding be converted in accordance with Article III hereof into shares of Common Stock at a Conversion Price equal to the lesser of (A) the Conversion Price on the date of such demand or (B) 85% of the lowest VWAP for the 10 Trading Days preceding the date of such demand, with all accrued and unpaid interest on such principal amount to be paid to the Holder may in cash, or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings (iii) in law or equity as it shall deem expedient for the protection case of its rights and may prosecute and enforce its claims against all assets and property any Event of the BorrowerDefault arising pursuant to Section 2.1(a) above, and in connection with any such action or proceeding no acceleration shall be entitled effective unless the Maker shall have been given at least two (2) business days’ prior written notice of such acceleration and opportunity to receive from the Borrower, payment cure such Event of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expensesDefault during such two (2) business day period. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (b)-(i), if an Event demand the prepayment of Default this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall have occurred and be continuing, converted into shares of Common Stock at the Holder may Conversion Price or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1(j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1(d)-(i), if an (l), (m)and (n), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder Payee of this Note may at any time at its option, declare (a)declare, by providing the Company with not less than five (5) days prior written notice, the entire unpaid principal balance of this Note, Note together with all interest accrued and unpaid hereon, due and payable, and thereuponupon the Company’s receipt of such notice, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f(i) Sections 4(f) and (g), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerCompany, the outstanding principal balance and accrued and unpaid interest hereunder shall be automatically immediately due and payable. In addition, if an Event of Default shall have occurred and be continuing(ii) Sections 4(a) through (e), the Holder Payee may exercise or otherwise enforce any one or more of the HolderPayee’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder Payee shall operate as a waiver thereof or otherwise prejudice the right of the HolderPayee. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding anything to the contrary contained in this Note, Payee agrees that its rights and remedies hereunder are limited to receipt of cash in the amounts described herein.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (d)-(k), if an demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.2(a) hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Security Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing, then, and in every such event (other than an event described in clause (f) or (g) of Section 7.01), and at any time thereafter during the Holder may exercise or otherwise enforce any one or more continuance of such event, the Administrative Agent may, and at the request of the Holder’s rightsRequired Lenders shall, powersby notice to the Borrower, privilegestake some or all of the following actions, remedies at the same or different times: (i) declare the Loans then outstanding to be due and interests under this Note payable in whole (or applicable law in part, in which case any principal not so declared to be due and institute such actions payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all reasonable fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or proceedings in law or equity as it shall deem expedient for the protection other notice of its rights and may prosecute and enforce its claims against any kind, all assets and property of which are hereby waived by the Borrower, and (ii) exercise any other rights or remedies provided under this Agreement or any other Loan Document, or any other right or remedy available by law or equity; and in connection case of any event described in clause (f) or (g) of Section 7.01, the principal of the Loans then outstanding, together with accrued interest thereon and all reasonable fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any such action or proceeding shall be entitled to receive from kind, all of which are hereby waived by the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenses. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, plus fees and expenses, due and payablepayable pursuant to Section 3.6(a) hereof, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in Sections 2.1 (j) or (k) above, the outstanding principal balance and accrued interest hereunder hereunder, plus fees and expenses, shall be immediately and automatically due and payable. In additionpayable pursuant to Section 3.6(a) hereof, if an Event (b) demand that the principal amount of Default this Note then outstanding and all accrued and unpaid interest thereon shall have occurred and be continuing, converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause, or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon and after an Event of Default, this Note shall bear interest at the default rate set forth in Section 1.2 hereof.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder Lender of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same saint:: shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMakers; provided, however, that upon the occurrence of an Event of Default described in Sections 2.1(j) or (k), the. outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Optional Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s Lender's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder Lender shall operate as a waiver thereof or Of otherwise prejudice the right of the HolderLender. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) pursuant to Section 3.5(a) hereof, declare the entire unpaid principal balance of this Note, together with all interest accrued hereonpayments in the amount set forth in Section 3.5(a), due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (h) or (i), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred payable and be continuing(ii) Sections 2.1 (b)-(g), the Holder may demand the prepayment of this Note pursuant to Section 3.5 hereof, (b) demand that the principal amount of this Note then outstanding and interest payments in the amount set forth in Section 3.5(a) shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Pledge Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMakers; provided, however, that upon the occurrence of an Event of Default described in Sections 2.1(j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Optional Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event (a) Upon a Responsible Officer of Default shall have occurred and shall be continuing, the Holder Borrower obtaining knowledge of this Note may at any time at its option, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described Default, the Borrower shall notify the Administrative Agent in accordance with Section 3.1(f5.01(d)(iv). (a) Upon the occurrence and during the continuance of any Event of Default, in addition to all rights and remedies specified in this Agreement and the other Facility Documents, including Article VII, and the rights and remedies of a secured party under Applicable Law, including the UCC (which rights shall be cumulative), the Administrative Agent shall,may, in its discretion, and at the request of, or may with the consent of, the Required Lenders shall, by notice to the Borrower, do any one or more of the following: (1) declare the Commitments to be terminated forthwith, whereupon the Commitments shall forthwith terminate,; (2) impose Reserves; and (23) declare the principal of and the accrued interest on the Advances and all other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest, protest or noticeother formalities of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower; provided that, upon the occurrence of any Event of Default described in clause (f) of Section 6.01, the outstanding principal balance Commitments shall automatically terminate and accrued interest hereunder the Advances and all such other amounts shall be automatically become due and payable, without any further action by any party. In addition(b) The Borrower hereby agrees that it will, if an Event of Default shall have occurred at the Borrower’s expense and be continuing, at the Holder may exercise or otherwise enforce any one or more direction of the Holder’s rightsAdministrative Agent, powers, privileges, remedies and interests under this Note (i) assemble all or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenses. No course of delay on the part of the Holder shall operate Collateral as directed by the Administrative Agent and make the same available to the Administrative Agent at a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred place to herein or now or hereafter available at law, in equity, by statute or otherwise.- 79- 34881204v6 110062879

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereonhereon and the Make-Whole Payment, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in Sections 2.1 (j) or (k) above, the outstanding principal balance and balance, accrued interest due hereunder and the Make-Whole Payment shall be automatically due and payable. In addition, if an Event (b) demand that the principal amount of Default this Note then outstanding, all accrued and unpaid interest thereon and the Make-Whole Payment shall have occurred and be continuing, converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause, or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein (including pursuant to Section 3.6 hereof) or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, plus the Exit Fee and other fees and expenses, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMakers; provided, however, that upon the occurrence of an Event of Default described in Sections 2.1 (f) or (g) above, the outstanding principal balance and accrued interest hereunder hereunder, plus the Exit Fee and other fees and expenses, shall be immediately and automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder may and/or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Security Agreement, the Pledge Agreement, the Mortgages or other Transaction Document or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the occurrence and during the continuance of an Event of Default, this Note shall bear interest at the default rate set forth in Section 1.2 hereof.

Remedies Upon an Event of Default. Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Trading Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. If an Event of Default shall have occurred and shall be continuing, the Holder Holders holding at least two-thirds of this Note may the principal amount of the then outstanding [B/C/D/E] Notes (including [B/C/D/E] Notes that have been issued by way of payment in kind) may, at any time time, at its option, their option declare the entire unpaid principal balance of this Notethe [B/C/D/E] Notes, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that following such a declaration made in the manner and by the Holders contemplated above, each Holder may, in its sole and absolute discretion, (a) demand the redemption of the [B/C/D/E] Notes pursuant to Section 3.6(a) hereof, (b) demand that the principal amount of the [B/C/D/E] Notes then outstanding principal balance and all accrued and unpaid interest hereunder thereon shall be automatically due and payable. In additionconverted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holders demand conversion pursuant to this clause, if an Event of Default shall have occurred and be continuing, the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the other Transaction Documents or applicable law and institute such actions law; provided, further, however, that upon the occurrence of an Event of Default described in clauses (k) or proceedings in law or equity as it shall deem expedient for (l), the protection of its rights and may prosecute and enforce its claims against all assets and property entire unpaid principal balance of the Borrower[B/C/D/E] Notes, together with all interest accrued hereon, shall automatically become due and payable, and in connection with any such action or proceeding thereupon, the same shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, includingaccelerated and so due and payable, without limitationpresentment, attorneys' demand, protest, or notice, all of which are hereby expressly unconditionally and experts' fees and expensesirrevocably waived by the Maker. No course of delay on the part of one or more Holders required pursuant to the Holder terms hereof shall operate as a waiver thereof or otherwise prejudice the right rights of the HolderHolder(s). No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.”

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) pursuant to Section 3.7(a) hereof, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (h) or (i), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred payable and be continuing(ii) Sections 2.1 (b)-(g), the Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If On and after the date that all obligations of the Makers under the Platinum Agreements have been satisfied, an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, : (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; providedpayable the following: (i) the entire unpaid principal balance of this Note multiplied by two (2) and (ii) all interest accrued hereon, however, that upon the occurrence of an Event of Default described in Section 3.1(f), which amounts shall be payable without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, that, no notice or declaration of acceleration by the Holder shall be required in case of an Event of Default described in Section 2.1(j) or Section 2.1(k) above, the occurrence of which shall cause the outstanding principal balance and all accrued interest hereunder shall be automatically to become immediately due and payablepayable (subject to payment in full of the Platinum Notes) ; or (b) demand immediate prepayment of this Note at the Prepayment Price. In addition, if an Event of Default shall on or after the date that all obligations under the Platinum Agreements have occurred and be continuingbeen satisfied, the Holder may exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expensesTransaction Documents. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding the foregoing, regardless of whether all obligations of the Makers under the Platinum Agreements have been satisfied or whether the Platinum Notes have been paid or converted in full , if an Event of Default shall have occurred and be continuing , the Holder of this Note may at any time at its option demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder demands conversion pursuant to this clause (subject to Section 3.4 hereof).

Remedies Upon an Event of Default. If an Event of ------------------------------------ Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that -------- ------- upon the occurrence of an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (b)-(i), if an (l), (m) and (n), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, and if the Holder Company does not cure such Event of this Note Default within thirty (30) days of receiving written notice from the Lender to the Company describing such Event of Default, the Lender may at any time at its option, declare (a) declare, by providing the entire unpaid principal balance of this NoteCompany with not less than ten (10) days prior written notice, together with all the Principal Balance plus accrued interest accrued hereon, due and payable, and thereuponupon the Company’s receipt of such notice, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in (i) Section 3.1(f7(d), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerCompany, the outstanding principal balance and Principal Balance plus accrued interest hereunder shall be automatically immediately due and payable. In addition, if an Event of Default shall have occurred and be continuing(ii) Sections 7(a) through (c), the Holder Lender may exercise or otherwise enforce any one or more of the HolderLender’s rights, powers, privileges, remedies and interests under this Note Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder Lender shall operate as a waiver thereof or otherwise prejudice the right of the HolderLender. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding anything to the contrary contained in this Agreement, Lender agrees that its rights and remedies hereunder are limited to receipt of cash or shares of the Company’s common stock in the amounts described herein.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, upon delivery of written notice to the Maker, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described (i) in Sections 2.1 (j) or (k) above, the outstanding principal balance and accrued interest hereunder shall be automatically immediately due and payable. In additionpayable without notice or demand of any kind, if an Event of Default shall have occurred (ii) in Sections 2.1(b)-(i) and be continuing(l) above, the Holder, in its sole and absolute discretion, may (a) demand the prepayment of this Note pursuant to Section 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that all or a portion of the principal amount of this Note then outstanding be converted in accordance with Article III hereof into shares of Common Stock at a Conversion Price equal to the lesser of (A) the Conversion Price on the date of such demand or (B) 85% of the lowest VWAP for the 10 Trading Days preceding the date of such demand, with all accrued and unpaid interest on such principal amount to be paid to the Holder may in cash, or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings (iii) in law or equity as it shall deem expedient for the protection case of its rights and may prosecute and enforce its claims against all assets and property any Event of the BorrowerDefault arising pursuant to Section 2.1(a) above, and in connection with any such action or proceeding no acceleration shall be entitled effective unless the Maker shall have been given at least two (2) business days’ prior written notice of such acceleration and opportunity to receive from the Borrower, payment cure such Event of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expensesDefault during such two (2) business day period. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder Bank, may exercise (a) declare all amounts outstanding hereunder, all interest thereon and all other amounts payable hereunder to be forthwith due and payable, whereupon all principal amounts outstanding hereunder, all interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or otherwise enforce further notice of any one or more kind, all of the Holder’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of which are hereby expressly waived by the Borrower, and (b) exercise any and all rights and remedies provided herein, under the Related Documents, at law or in connection equity; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the United States Bankruptcy Code, and all amounts reimbursable pursuant to Sections 2.4 and Section 2.5, all interest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or any such action or proceeding shall be entitled to receive from notice of any kind, all of which are hereby expressly waived by the Borrower. During the pendency of a Default or Event of Default, payment of all amounts payable under this Agreement shall bear interest at the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenses. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseDefault Rate.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1(h) or (i), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1(b)-(g), if an or (j)-(l), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), (c) appoint a majority of the Holder may members of the entire board of directors of the Maker, or (d) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. In connection with the Holder's exercise of any of its remedies hereunder, the Maker shall use its best efforts to cooperate with the Holder to the end that the Holder's rights hereunder will be effectuated.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (b)-(i), if an demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Trading Day of the occurrence of such Event of Default, notify the Holders of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. If an Event of Default shall have occurred and shall be continuing, the Agent, at any time prior to the full release of the security interest in the Collateral, and thereafter, the Holder of this Note H Note, after receiving a written notice from the Holders of at least two thirds of the combined principal amount of the then outstanding H Notes, including the H Notes that have been issued by way of payment of interest in kind and the H Notes issuable upon exercise of the warrants for the purchase of additional H Notes (for clarity, the underlying H Notes of unexercised warrants for the purchase of additional H Notes will be considered outstanding for purposes of this section) declaring that an Event of Default has occurred and that the Holders may exercise their rights under this Section 2.2, may at any time may at its option, any time declare the entire unpaid principal balance of this H Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if occurrence of an Event of Default shall have occurred and be continuingdescribed above, the Agent, at any time prior to the full release of the security interest in the Collateral, and thereafter, the Holder, in each case in its sole and absolute discretion, may: (a) demand the redemption of this H Note pursuant to Section 3.5(a) hereof; (b) demand that the principal amount of this H Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause; or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note H Note, the Purchase Agreement, the other Transaction Documents or applicable law and institute such actions law; provided, further, however, that upon the occurrence of an Event of Default described in clauses (k) or proceedings in law or equity as it shall deem expedient for (l), the protection of its rights and may prosecute and enforce its claims against all assets and property entire unpaid principal balance of the BorrowerH Notes, together with all interest accrued hereon, shall automatically become due and payable, and in connection with any such action or proceeding thereupon, the same shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, includingaccelerated and so due and payable, without limitationpresentment, attorneys' demand, protest, or notice, all of which are hereby expressly unconditionally and experts' fees and expensesirrevocably waived by the Maker. No course of delay on the part of the Agent or Holder shall operate as a waiver thereof or otherwise prejudice the right rights of the Agent or Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Prior to the full release of the security interest in the Collateral, all payments received by Holder in respect of the Collateral shall be received in trust on behalf of the Agent for the benefit of all Holders of G Notes, H Notes and I Notes, shall be segregated from other funds of Holder, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement). For purposes of this Note, the term “I Notes” shall mean those Senior Secured Convertible Promissory Notes of the Maker, issued pursuant to that certain Securities Purchase Agreement, dated March 28, 2012 (the “2012 Purchase Agreement”), including any additional Senior Secured Convertible Promissory Notes issued in kind or upon exercise of those debt warrants issued pursuant to the 2012 Purchase Agreement.”

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1(j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1(b)-(i), if an (l), (m), (n), or (o), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), (c) appoint a majority of the Holder may members of the entire board of directors of the Maker, or (d) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Security Agreement, or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. In connection with the Holder's exercise of any of its remedies hereunder, the Maker shall use its best efforts to cooperate with the Holder to the end that the Holder's rights hereunder will be effectuated.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (k) or (l), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (a)-(j) and 2.1(m)-(o), if an demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) subject to Section 3.4 hereof, demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof) and demand that all accrued and unpaid interest under this Note shall have occurred and be continuingconverted into shares of Common Stock in accordance with Section 1.2 hereof, the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement, other Transaction Document or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an (a) Upon the occurrence of (i) any Event of Default shall have occurred and shall be continuingunder Sections 2.1(a), the Holder of this Note may at 2.1(j) or 2.1(k) hereof, (ii) any time at its option, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in resulting from the Company’s failure to comply with Section 3.1(f), without presentment, demand, protest7.1(c) of the Purchase Agreement that has not been remedied within two (2) Business Days of written notice thereof, or notice, all (iii) any other Event of which are hereby expressly unconditionally and irrevocably waived by the BorrowerDefault that has not been remedied within ten (10) Business Days of written notice thereof, the outstanding principal balance Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to the lesser of eighteen percent (18%) per annum and accrued the maximum rate permitted under applicable law (with such interest hereunder shall be automatically due and payable. In accruing from the date such Event of Default occurred) and, in addition, if an any Event of Default shall have has occurred and be continuingunder Sections 2.1(a), the Holder may exercise 2.1(j) or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, 2.1(k) hereof (including, without limitation, attorneys' and experts' fees and expenses. No course an Event of delay Default under Section 2.1(a) arising as a result of an acceleration of all or any portion of the amounts owing under this Note), the Maker shall be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the part date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Holder shall operate as a waiver thereof Maturity Date, upon conversion, redemption or otherwise prejudice prepayment of this Note or the right of date on which all amounts owing hereunder have been accelerated in accordance with the Holderterms hereof. No remedy conferred hereby Accrued and unpaid interest (including interest on past due interest) shall be exclusive due and payable upon demand. The Company acknowledges that there shall be no cure period or notice required with respect to any Event of any other remedy referred to herein Default under Sections 2.1(a), 2.1(j) or now or hereafter available at law, in equity, by statute or otherwise2.1(k) hereof.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided,however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (b)-(i), if an demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if occurrence of an Event of Default shall have occurred and be continuingdescribed above, the Holder, in its sole and absolute discretion, may (a) demand that the entire principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at the applicable Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause, or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note (including, if applicable, pursuant to Section 3.7 hereof), the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. No notice or other action of Holder shall be required in the case of an Event of Default set forth in Sections 2.1(h) or (i), and, in such event, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable.

Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default that has not been remedied within ten (10) Business Days (the relevant period, the “Applicable Cure Period”), provided however, that there shall be no cure period for an Event of Default shall have occurred and shall be continuingdescribed in Sections 2.1(a), 2.1(d), 2.1(e), 2.1(f), 2.1(g) or 2.1(h) hereof, the Holder of this Note may at any time at its option, (1) declare the entire unpaid principal balance of this NoteOutstanding Principal Amount, together with all interest accrued hereonand unpaid thereon, all fees and all other liabilities and amounts owing, accrued or payable hereunder to be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly unconditionally and thereupon, irrevocably waived by Maker (to the same shall be accelerated extent permitted by applicable Law) and so due (2) exercise all other rights and payableremedies available to it under the Transaction Documents; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f2.1(e) or Section 2.1(f), the Outstanding Principal Amount, all interest accrued and unpaid thereon, all fees and all other liabilities and amounts owing, accrued or payable hereunder shall automatically become immediately due and payable without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder may exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expensesMaker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right rights of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMakers; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1(j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1(b)-(i), if an (l), (m)and (n), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement, the Security Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however , that upon the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if occurrence of an Event of Default shall have occurred and be continuingdescribed above, the Holder, in its sole and absolute discretion, may (i) demand that the Principal of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause, or (ii) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Subscription Agreement, the other Transaction Documents or applicable law law; provided; further, that upon the occurrence of an Event of Default described in clauses (j) or (k) of Section 3.1, the entire unpaid principal balance of this Note, together with all interest accrued hereon, shall automatically become due and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrowerpayable, and in connection with any such action or proceeding thereupon, the same shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, includingaccelerated and so due and payable, without limitationpresentment, attorneys' demand, protest, or notice, all of which are hereby expressly unconditionally and experts' fees and expensesirrevocably waived by the Maker. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) pursuant to Section 3.7(a) hereof, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1(h) or (i), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred payable and be continuing(ii) Sections 2.1(a)-(g) and (j)-(l), the Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1(h) or (i), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1(b)-(g), if an or (j)-(l), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), (c) appoint a majority of the Holder may members of the entire board of directors of the Maker, or (d) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Placement Agreement, or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. In connection with the Holder's exercise of any of its remedies hereunder, the Maker shall use its best efforts to cooperate with the Holder to the end that the Holder's rights hereunder will be effectuated.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f(i) Sections 5(e) and (f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerCompany, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing(ii) Sections 5(a) through (d), the Holder may exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding the foregoing, Xxxxxx agrees that its rights and remedies hereunder are limited to receipt of cash or shares of the Company’s equity securities, at the Holder’s option, in the amounts described herein.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder Lender may exercise or otherwise enforce by notice to any one or more Loan Party (i) declare the commitment of the Holder’s rightsLender to make Loans hereunder to be terminated, powerswhereupon the same shall forthwith terminate, privileges, remedies and interests under this Note (ii) sell or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property dispose of the Borrower, and Loans in connection with a commercially reasonable manner and/or (iii) declare any such action or proceeding shall be entitled to receive from the Borrower, payment all of the principal amount Loans, all interest thereon, any accrued and unpaid fees and all other amounts payable hereunder or in respect of this Note plus accrued interest such Loans to the date of payment plus reasonable expenses of collectionbe forthwith due and payable, includingwhereupon they shall become and be forthwith due and payable, without limitationpresentment, attorneys' demand, protest, or further notice of any kind, all of which are hereby expressly waived by each Loan Party and experts' each of their respective Subsidiaries. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in Sections 8.01(i) or (j) above, the commitment of the Lender to make Loans shall automatically be terminated and the Loans, all interest thereon and all accrued and unpaid fees and expenses. No course all other amounts payable hereunder or in respect of delay the Loans shall immediately become due and payable, without any requirement on the part of the Holder shall operate as a waiver thereof Lender to give notice, or otherwise prejudice make declaration, of any kind regarding such Event of Default and without presentment, demand, protest or any other requirement on the right part of the Holder. No remedy conferred Lender, all of which are hereby shall be exclusive expressly waived by each Loan Party and each of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwisetheir respective Subsidiaries.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (f) or (g), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (b)-(e), if an Event demand the prepayment of Default shall have occurred and be continuing, the Holder may exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note pursuant to Section 3.7 hereof, or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of (b) demand that the principal amount of this Note plus then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share pursuant to Section 3.1 hereof assuming that the date that the Event of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expensesDefault occurs is the Conversion Date (as defined in Section 3.1 hereof). No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, and all fees and expenses, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in Section 2.1(f) or Section 2.1(g), the outstanding principal balance and accrued interest hereunder hereunder, and all fees and expenses, shall be immediately and automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder may and/or (b) exercise or otherwise enforce enforce, or direct the Agent to exercise or otherwise enforce, any one or more of the Holder’s or the Agent’s, as applicable, rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Security Agreement, the Mortgages or other Transaction Documents or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the occurrence and during the continuance of an Event of Default, all amounts payable under this Note shall bear interest at the default rate set forth in Section 1.2.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in Sections 2.01(m) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.01 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.01 hereof), the Holder may and/or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default --------------------------------- shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, option (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of -------- ------- an Event of Default described in (i) Sections 2.1 (l), (m) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (d)-(k), if an demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.2(a) hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereonhereon and the Make-Whole Payment, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in Sections 2.1 (j) or (k) above, the outstanding principal balance and balance, accrued interest due hereunder and the Make-Whole Payment shall be automatically due and payable. In addition, if an Event (b) demand that the principal amount of Default this Note then outstanding, all accrued and unpaid interest thereon and the Make-Whole Payment shall have occurred and be continuing, converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause, or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or of otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein (including pursuant to Section 3.6 hereof) or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (b)-(i), if an demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder Holders holding at least two-thirds of this Note may the principal amount of the then outstanding Notes (including Notes that have been issued as payment in kind) may, at any time time, at its option, their option declare the entire unpaid principal balance of this Notethe Notes, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that following such a declaration made in the manner and by the Holders contemplated above, each Holder may, in its sole and absolute discretion, (a) demand the redemption of the Notes pursuant to Section 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that the principal amount of the Notes then outstanding principal balance and all accrued and unpaid interest hereunder thereon shall be automatically due and payable. In additionconverted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holders demand conversion pursuant to this clause, if an Event of Default shall have occurred and be continuing, the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the other Transaction Documents or applicable law and institute such actions law; provided, further, however, that upon the occurrence of an Event of Default described in clauses (k) or proceedings in law or equity as it shall deem expedient for (l), the protection of its rights and may prosecute and enforce its claims against all assets and property entire unpaid principal balance of the BorrowerNotes, together with all interest accrued hereon, shall automatically become due and payable, and in connection with any such action or proceeding thereupon, the same shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, includingaccelerated and so due and payable, without limitationpresentment, attorneys' demand, protest, or notice, all of which are hereby expressly unconditionally and experts' fees and expensesirrevocably waived by the Maker. No course of delay on the part of one or more Holders required pursuant to the Holder terms hereof shall operate as a waiver thereof or otherwise prejudice the right rights of the HolderHolder(s). No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.”

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder Holders holding at least two-thirds of this Note may the principal amount of the then outstanding Notes (including Notes that have been issued as payment in kind) may, at any time time, at its option, their option declare the entire unpaid principal balance of this Notethe Notes, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that following such a declaration made in the manner and by the Holders contemplated above, each Holder may, in its sole and absolute discretion, (a) demand the redemption of the Notes pursuant to Section 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that the principal amount of the Notes then outstanding principal balance and all accrued and unpaid interest hereunder thereon shall be automatically due and payable. In additionconverted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holders demand conversion pursuant to this clause, if an Event of Default shall have occurred and be continuing, the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note the Notes, the Purchase Agreement, the other Transaction Documents or applicable law and institute such actions law; provided, further, however, that upon the occurrence of an Event of Default described in clauses (k) or proceedings in law or equity as it shall deem expedient for (l), the protection of its rights and may prosecute and enforce its claims against all assets and property entire unpaid principal balance of the BorrowerNotes, together with all interest accrued hereon, shall automatically become due and payable, and in connection with any such action or proceeding thereupon, the same shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, includingaccelerated and so due and payable, without limitationpresentment, attorneys' demand, protest, or notice, all of which are hereby expressly unconditionally and experts' fees and expensesirrevocably waived by the Maker. No course of delay on the part of one or more Holders required pursuant to the Holder terms hereof shall operate as a waiver thereof or otherwise prejudice the right rights of the HolderHolder(s). No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.”

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Lender's Agent on behalf of the Holder of this Note may at any time at its optionoption declare by Notice in writing to the Borrower (the "ACCELERATION NOTICE"), (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payablepayable as of the date of the such Acceleration Notice, and thereupon, the same shall be accelerated and so due and payable; provided, howeverPROVIDED, HOWEVER, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, Sections 3.1.2 or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower3.1.3 above, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder may payable and/or (b) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under the Purchase Agreement, the Contribution Agreement, the guaranty to be issued by Gary Fears substantially as attached hereto as EXHIBIT A (the "FEARS XXXXXXXX"), the guaranty to be issued by Fearless substantially as attached hereto as EXHIBIT B (the "FEARLESS GUARANTY"), the warrant to be issued by the Company substantially as attached hereto as EXHIBIT C (the "WARRANT") and this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Lender's Agent or Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) pursuant to Section 3.7(a) hereof, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; PROVIDED, HOWEVER, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (h) or (i), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (a)-(g), if an Event of Default shall have occurred (j) and be continuing(k), the Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price (as defined in Section 3.2(a) hereof) per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder Payee of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f(i) Sections 8(e) and (f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerCompany, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing(ii) Sections 8(a) through (d), the Holder Payee may exercise or otherwise enforce any one or more of the Holder’s Payee's rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder Payee shall operate as a waiver thereof or otherwise prejudice the right of the HolderPayee. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding the foregoing, Payee agrees that its rights and remedies hereunder are limited to receipt of cash or shares of the Company’s equity securities, at the Payee’s option, in the amounts described herein.

Remedies Upon an Event of Default. If On and after the date that an Event of Default shall have has occurred and shall be continuingor is occurring, the Holder of this Note may at any time time, at its option, : (a) declare due and payable the following: (i) the entire unpaid principal balance of this Note, together with Note and (ii) all interest accrued hereon, due and payable, and thereupon, the same which shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), payable without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, that, no notice or declaration of acceleration by the Holder shall be required in case of an Event of Default as described in Section 2.1(j) or Section 2.1(k) above, the occurrence of which shall cause the outstanding principal balance and all accrued interest hereunder shall be automatically to become immediately due and payable; or (b) demand immediate prepayment of this Note at the Prepayment Price. In addition, if an Event of Default shall have occurred and be continuing, the Holder may exercise or otherwise enforce any one or more of the Holder’s its rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expensesTransaction Documents. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holderits rights. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding the foregoing, if an Event of Default occurs or is occurring, the Holder of this Note may at any time, at its option, demand that all or a portion of the Principal Amount, then outstanding and all accrued and unpaid interest thereon, be converted into Series I Preferred Shares at the Conversion Price (as defined in Section 3.2 hereof) per share based on the Conversion Price of the Business Day immediately preceding the date the Holder demands conversion.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (a)(iii) or (iv), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (a)(i)-(ii), if an Event of Default shall have occurred and be continuing, the Holder may demand the prepayment of this Note pursuant to Section 3.1 hereof, or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, or applicable law and institute law. In case of a default in the payment of any principal of or interest on a Note, the Maker will pay to the Holder such actions or proceedings in law or equity further amount as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled sufficient to receive from cover the Borrower, payment of cost and the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' reasonable attorney’s fees, expenses and experts' fees and expensesdisbursements. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (j) or (k), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionpayable and (ii) Sections 2.1 (a)-(i), if an (l), (m) and (n), Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s 's rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Registration Rights Agreement or applicable law and institute law. In case of a default in the payment of any principal of or interest on a Note, the Maker will pay to the Holder such actions or proceedings in law or equity further amount as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled sufficient to receive from cover the Borrower, payment of cost and the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' reasonable attorney's fees, expenses and experts' fees and expensesdisbursements. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest Interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMakers; provided, however , that upon the occurrence of an Event of Default described in Sections 2.1(j) or (k) , the outstanding principal balance and accrued interest Interest hereunder shall be automatically due and payable. In addition, if an (b) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default shall have occurred and be continuingoccurs is the Optional Conversion Date (as defined in Section 3.1 hereof), the Holder may or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.